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

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting 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 such Fronting Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (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 Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs 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 subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in Law shall: (i) impose, modify or deem 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of of, or credit extended by any Lender or such Fronting Bank Issuer, or (as the case may beii) or shall result in the imposition impose on any Lender, any Fronting Bank Lender or Issuer or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment Agreement or any Extension of Credit (other than an ABR Loan) Eurodollar Loans made by such Lender or any Letter of Credit or participation therein (except, in the case of both clause (i) and this clause (ii), any such Fronting Bankreserve requirement which is reflected in the Adjusted LIBO Rate), and, such Change in Law becomes effective after the date hereof and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) Issuer of making or maintaining any Outstanding Credit Eurodollar Loan (other than an ABR or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuer 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 Fronting Bank (as the case may be) Issuer hereunder (whether of principal, interest or otherwise) by an amount reasonably deemed by such Lender or such Fronting Bank (as the case may be) Issuer to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly will pay to such Lender or such Fronting Bank (Issuer, as the case may be) , such additional amount or amounts as will compensate such Lender or such Fronting Bank (Issuer, as the case may be) , for such additional costs incurred or reduction suffered. (b. This Section 2.14(a) If any Lender or Fronting Bank shall have determined that the adoption of any lawnot apply to Taxes, 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting 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 such Fronting Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (a) or (b) above, as the case may be, governed by Section 2.19 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 Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunderrelated definitions. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs 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 subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in Law shall: (i) impose, modify or deem 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit deposit, compulsory loan, or similar requirement against assets of, deposits with or for the the, or otherwise in, account of of, or credit extended by by, any Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) or shall result except any such reserve requirement which is reflected in the imposition Adjusted LIBO Rate) or (ii) impose on any Lender, any Fronting the Administrative Agent or the Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment Agreement or any Extension of Credit (other than an ABR Loan) Eurodollar Loans made by such Lender or such Fronting Bankany 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 Fronting the Issuing Bank (as the case may be) of making making, converting into, continuing or maintaining any Outstanding Credit Eurodollar Loan (other than an ABR or of maintaining its obligation to make any such 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 such Fronting the Issuing Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly will pay to such Lender Lender, the Administrative Agent or such Fronting Bank (the Issuing Bank, as the case may be) , upon demand such additional amount or amounts as will compensate such Lender or such Fronting Bank (the Issuing Bank, as the case may be) , for such additional costs incurred or reduction suffered. (b) If any Lender Lender, the Administrative Agent or Fronting the Issuing Bank shall have determined that the adoption of any 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 Change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting Bank’s holding company with any request or directive Law 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, the Administrative Agent’s or such Fronting the Issuing Bank’s (as the case may be) capital or on the capital of such Lender’s, the Administrative Agent’s or such Fronting the Issuing Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment Agreement or the Extensions Loans made by, or participations in Letters of Credit made by purchased by, such Lender or such Fronting the Letters of Credit issued by the Issuing Bank (as the case may be) pursuant hereto to a level below that which such Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) or such Lender’s, the Administrative Agent’s or such Fronting the Issuing Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s, the Administrative Agent’s or such Fronting the Issuing Bank’s (as the case may be) policies and the policies of such Lender’s, the Administrative Agent’s or such Fronting the Issuing Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) to be material, then from time to time the Borrower shall pay to such Lender, the Administrative Agent or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Lender, the Administrative Agent or the Issuing Bank or such Fronting Bank (as Lender’s, the case may be) Administrative Agent’s or the Issuing Bank’s holding company for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintainedsuffered. (c) A certificate of each Lender a Lender, the Administrative Agent or the applicable Fronting Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) or its holding company company, as applicable, as specified in subsection 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, this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender such Lender, the Administrative Agent or Fronting Bank (the Issuing Bank, as the case may be) , the amount or amounts shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to . (d) Failure or delay on the Borrower part of any event of which it has knowledgeLender, occurring after the date hereof, that it has determined will require Administrative Agent or the Issuing Bank to demand compensation by the Borrower pursuant to this Section; provided, however, that failure by such Lender or such Fronting Bank to give such notice Section shall not constitute a waiver of such Lender’s, the Administrative Agent’s or such Fronting the Issuing Bank’s (as the case may be) right to demand compensation hereunder. such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Administrative Agent or the Issuing Bank under paragraph (da) Failure on the part of any Lender or Fronting Bank to demand compensation (b) above for any increased costs or reduction in amounts received or receivable or reduction in return on capital reductions with respect to any period shall not constitute a waiver of prior to the date that is 90 days prior to such request if such Lender’s , the Administrative Agent or such Fronting Bank’s (as the case may be) right Issuing Bank knew or could reasonably have been expected to demand compensation with respect know of the circumstances giving rise to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless it shall have notified the Borrower that it will demand compensation for such increased costs or reductions under subsection (c) above not more than 90 days after and of the later of (i) fact that such date and (ii) the date on which it shall have become aware 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 90-day period. The protection of this Section shall be available to each Lender Lender, the Administrative Agent and each Fronting the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) 's principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) Lender, or shall result in the imposition on any Lender, any Fronting Bank Lender or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) Eurodollar Loan or Fixed Rate Loan made by such Lender or such Fronting BankLender, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) Eurodollar Loan or Fixed Rate Loan or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, the Borrowers shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.12(c), promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any . Notwithstanding the foregoing, no Lender or Fronting Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting 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 such Fronting Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims request compensation under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (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 Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital paragraph with respect to any period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as Competitive Loan if the case may be) right to demand compensation with respect change giving rise to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs 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 subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous request was applicable to such Lender or Fronting Bank (as at the case may be)time of submission of the Competitive Bid pursuant to which such Competitive Loan was made.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Agreement, but prior to the first date on which the events described in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof clauses (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is locatedA), (B), (C) and (D) of subsection (d) of this Section 2.12 shall have occurred (the “Obligation Termination Date”), any Change in Law shall impose, modify or shall result in the imposition, modification or applicability of 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 such Fronting the Issuing Bank (as the case may be) or shall result in impose on such Lender or the imposition on any Lender, any Fronting Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment Agreement or any Extension of Credit (other than an ABR Loan) Eurodollar Loans made by such Lender or such Fronting Bankany Letter of Credit or participation therein or subject any Recipient to any Taxes (other than (i) Taxes imposed on or with respect to any payment made by any Loan Party under any Loan Document, which shall be solely governed by Section 2.18, (ii) Other Taxes, and (iii) Other Connection Taxes on gross or net income, profits or receipts (including value-added or similar Taxes, franchise Taxes and branch profits Taxes)) on its loans, 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 or such Fronting Bank (as the case may be) other Recipient of making or maintaining any Outstanding Eurodollar Loan or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit (other than an ABR Loan) 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 such Fronting Bank (as the case may be) hereunder other Recipient (whether of principal, interest or otherwise) by an amount deemed by such Lender Lender, the Issuing Bank or such Fronting Bank (as the case may be) other Recipient to be material, then the applicable Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly will pay to such Lender Lender, the Issuing Bank or such Fronting Bank (other Recipient, as the case may be) , upon demand such additional amount or amounts as will compensate such Lender Lender, the Issuing Bank or such Fronting Bank (other Recipient, as the case may be) , for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting the Issuing Bank shall have determined that the adoption after the Effective Date, but prior to the Obligation Termination Date, of any 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 lawregulation, rule, regulation agreement or guideline regarding capital adequacy, or any change after the Effective Date, but prior to the Obligation Termination Date, in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender or Fronting Bank (or any lending office of such Lender Lender) or such Fronting Bank) the Issuing Bank or any Lender’s or any Fronting 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, Governmental Authority has or would have the effect of reducing the rate of return on such Lender’s or such Fronting the Issuing Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting the Issuing Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment Agreement or the Extensions Loans made or participation in Letters of Credit made purchased by such Lender pursuant hereto or such Fronting the Letters of Credit issued by the Issuing Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting the Issuing Bank (as the case may be) or such Lender’s or such Fronting the Issuing Bank’s (as the case may be) holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s or such Fronting the Issuing Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting the Issuing Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting the Issuing Bank (as the case may be) to be material, then from time to time the applicable Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Fronting Bank (as Lender’s or the case may be) Issuing Bank’s holding company for any such reduction suffered will be paid suffered. For the avoidance of doubt and notwithstanding anything herein to such Lender the contrary, this Section 2.12(b) shall apply to (x) the Xxxx-Xxxxx Act and all requests, rules, regulations, guidelines or such Fronting Bank directives thereunder or issued in connection therewith concerning capital adequacy and (as the case may bey) all requests, rules, regulations, guidelines or directives concerning capital adequacy promulgated by the Borrower. It is acknowledged that this Agreement is being entered into by Bank for International Settlements, the Lenders and the Fronting Banks Basel Committee on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments Banking Supervision (or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders any successor or similar authority) or the Fronting Banks shall otherwise determine that such understanding is incorrectUnited States or foreign regulatory authorities, it is agreed that the Lenders or the Fronting Banksin each case pursuant to Basel III, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on regardless of the date hereof for commitments under comparable credit facilities against which capital is required to be maintainedenacted, adopted, issued or implemented. (c) A certificate of each a Lender or the applicable Fronting Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or such Fronting the Issuing Bank (as the case may be) or its holding company company, as applicable, as specified in subsection 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, above shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay each such Lender or Fronting the Issuing Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 30 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure or delay on the part of any Lender or Fronting the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting the Issuing Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section 2.12 for any costs incurred or reductions reduction suffered with respect to any date unless it so long as such Lender or the Issuing Bank, as applicable, shall have notified the applicable Borrower that it will demand compensation for such costs or reductions reduction under subsection paragraph (c) above above, not more than 90 days after the later of (i) such date and (ii) the date on which it such Lender or the Issuing Bank, as applicable, shall have become aware of such costs or reductionsreduction. Notwithstanding the foregoing, no notification contemplated by the preceding sentence shall in any event be made more than 30 days after the date that (A) all the Obligations have been indefeasibly paid in full, (B) the Lenders have no further commitment to lend to either of the Borrowers under this Agreement, (C) the L/C Exposure has been reduced to zero and (D) the Issuing Bank has no further obligation to issue Letters of Credit under this Agreement. The protection of this Section 2.12 shall be available to each Lender and each Fronting the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 Regulatory Change (whether or not having the force of lawi) shall 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 any Fronting Bank other fees or amounts payable hereunder (except for changes in respect other than (x) Taxes imposed on or measured by the capital, receipts or franchises of taxes on such Lender or the overall gross or net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) Lender has its principal executive office or lending office by any political subdivision or taxing authority therein (or any Tax which is locatedenacted or adopted by such jurisdiction, political subdivision, or taxing authority as a direct substitute for any such Taxes) or (y) any Tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Lender to comply with any certification, information, documentation, or other reporting requirement), (ii) shall impose, modify, or shall result in the imposition, modification or applicability of deem applicable any reserve, special deposit deposit, or similar requirement with respect to any Eurodollar Loan or any Letter of Credit (or participating interest therein), against assets of, deposits with or for the account of of, or credit extended by by, such Lender under this Agreement, or (iii) with respect to any Eurodollar Loan, shall impose on such Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment Agreement or any Extension of Credit (other than an ABR Loan) Eurodollar Loan made by such Lender or such Fronting BankLender, and the result of any of the foregoing shall be to increase the cost to such Lender of maintaining its Commitment or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) Eurodollar Loan or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest interest, or otherwise) in respect thereof by an amount deemed in good faith by such Lender or such Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly shall pay to the Administrative Agent for the account of such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred increase or reduction sufferedto such Lender, to the extent such amounts have not been included in the calculation of the Eurodollar Rate, upon demand by such Lender (through the Administrative Agent). (b) If any Lender or Fronting Bank shall have determined in good faith that the adoption of any 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 Regulatory Change regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, adequacy or compliance by any Lender (or Fronting Bank (its parent or any lending office of such Lender or such Fronting BankLender) or any Lender’s or any Fronting Bank’s holding company with any request or directive regarding capital adequacy (whether or not having the force of lawLaw) of any such Tribunal, monetary authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or such Fronting Bank’s (as the case may beits parent’s) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto its obligations hereunder to a level below that which such Lender (or such Fronting Bank (as the case may beits parent) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoptionRegulatory Change, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed in good faith by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time time, the Borrower shall pay to the Administrative Agent for the account of such Lender such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to upon demand by such Lender or such Fronting Bank (as through the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintainedAdministrative Agent). (c) A certificate of each a Lender or the applicable Fronting Bank setting forth in reasonable detail (i) the Regulatory Change or other event giving rise to such costs, (ii) such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection paragraph (a) or (b) above, as the case may be, and containing an explanation in reasonable detail (ii) the calculation of the manner in which such amount or amounts shall have been determinedunder clause (a)(i), shall be delivered to the Borrower (with a copy to the Administrative Agent) promptly after such Lender determines it is entitled to compensation under this Section 2.10, and shall be conclusive and binding absent manifest error. The Borrower shall pay each to the Administrative Agent for the account of such Lender or Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 15 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to the Borrower of any event of which it has knowledgeIn preparing such certificate, 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 may employ such Fronting Bank to give such notice assumptions and allocations of costs and expenses as it shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case in good xxxxx xxxx reasonable and may be) right to demand compensation hereunderuse any reasonable averaging and attribution method. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period Interest Period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right rights to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to such period Interest Period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs 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 subsection (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 reductionsInterest Period. The protection of this Section 2.10 shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) In the event any Lender shall seek compensation pursuant to this Section 2.10, the Borrower may, provided no Event of Default has occurred and is continuing, give notice to such Lender (with copies to the Agents) that it wishes to seek one or more Persons (other than the Borrower or an Affiliate of the Borrower) to assume the Commitment of such Lender and to purchase its outstanding Loans and Notes (if any). Each Lender requesting compensation pursuant to this Section 2.10 agrees to sell its Commitment, Loans, Notes, and interest in this Agreement and the other Loan Papers to any such Person for an amount equal to the sum of the outstanding unpaid principal of and accrued interest on such Loans and Notes plus all other fees and amounts (including, without limitation, any compensation claimed by such Lender under this Section 2.10 and as to which such Lender has delivered the certificate required by Section 2.10(c) on or before the date such Commitment, Loans, and Notes are purchased) due such Lender hereunder calculated, in each Fronting Bank agrees that it case, to the date such Commitment, Loans, Notes (if any), and interest are purchased, whereupon such Lender shall have no further Commitment or other obligation to the Borrower hereunder or under any other Loan Paper. (f) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section 2.10, then such Lender will designate a different agree to use reasonable efforts to change the jurisdiction of its lending office so as to eliminate or reduce any such additional payment which may thereafter accrue if such designation will avoid the need for, or reduce the amount of, such compensation and will notchange, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be Lender, is not otherwise disadvantageous to such Lender Lender. (g) Without prejudice to the survival of any other obligations of the Borrower hereunder, the obligations of the Borrower under this Section 2.10 shall survive for one year after the termination of this Agreement and/or the payment or Fronting Bank (as assignment of any of the case may be)Loans or Notes.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such Fronting Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Energy shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.10(c), promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s 's or any Fronting Bank’s '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 such Fronting Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such Fronting Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrower, by Energy. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the any Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (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 applicable Borrower or the Borrowers, as the case may be, and shall be conclusive absent manifest error. The applicable Borrower shall pay each Lender or Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to the applicable Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the such Borrower pursuant to this Section; provided, however, that failure by such Lender or such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s 's or such Fronting Bank’s 's (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such Fronting Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless it shall have notified the applicable Borrower that it will demand compensation for such costs or reductions under subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) ), be disadvantageous to such Lender or such Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Energy shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting 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 such Fronting Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrower, by Energy. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the any Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (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 applicable Borrower or the Borrowers, as the case may be, and shall be conclusive absent manifest error. The applicable Borrower shall pay each Lender or Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to the applicable Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the such Borrower pursuant to this Section; provided, however, that failure by such Lender or such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless it shall have notified the applicable Borrower that it will demand compensation for such costs or reductions under subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) ), be disadvantageous to such Lender or such Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting LC Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting LC Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) any LC Bank, or shall result in the imposition on any Lender, any Fronting LC Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting LC Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting LC Bank (as the case may be) of making or maintaining any Outstanding Extension of Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting LC Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting LC Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.12(c), promptly pay to such Lender or such Fronting LC Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting LC Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting any LC Bank shall have determined that the adoption of any 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 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 Fronting any LC Bank (or any lending office of such Lender or such Fronting LC Bank) or any Lender’s 's or any Fronting LC Bank’s '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 such Fronting LC Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit made by such Lender or such Fronting LC Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting LC Bank (as the case may be) or such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting LC Bank (as the case may bemaybe) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting LC Bank (as the case may be) for any such reduction suffered will be paid by the Borrower to such Lender or such Fronting LC Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained). (c) A certificate of each Lender or the applicable Fronting LC Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting LC Bank (as the case may be) or be)or its holding company as specified in subsection (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 Fronting LC Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting LC 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 such Fronting LC Bank to give such notice shall not constitute a waiver of such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) right be)right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting any LC Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting LC Bank shall be entitled to compensation under this Section 2.12 for any costs 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 subsection (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. The protection of this Section shall be available to each Lender and each Fronting LC Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which that shall have occurred or been imposed. (e) Each Lender and each Fronting LC Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting LC Bank (as the case may be) ), be disadvantageous to such Lender or Fronting LC Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment or any Extension of Credit (other than an ABR Loan) Eurodollar Loans made by such Lender or such Fronting Bankany 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 Fronting the Issuing Bank (as the case may be) of making or maintaining any Outstanding Eurodollar Loan or increase the cost to any Lender of issuing or maintaining any Letter of Credit (other than an ABR Loan) or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Fronting the Issuing Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting the Issuing Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly will pay to such Lender or such Fronting Bank (the Issuing Bank, as the case may be) , upon demand such additional amount or amounts as will compensate such Lender or such Fronting Bank (the Issuing Bank, as the case may be) , for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting the Issuing Bank shall have determined that the adoption of any 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 regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender or Fronting Bank (or any lending office of such Lender Lender) or such Fronting Bank) the Issuing Bank or any Lender’s 's or any Fronting the Issuing Bank’s '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, Governmental Authority has or would have the effect of reducing the rate of return on such Lender’s 's or such Fronting the Issuing Bank’s (as the case may be) 's capital or on the capital of such Lender’s 's or such Fronting the Issuing Bank’s (as the case may be) 's holding company, if any, as a consequence of this Agreement, such Lender’s Commitment Agreement or the Extensions Loans made or participations in Letters of Credit made purchased by such Lender pursuant hereto or such Fronting the Letters of Credit issued by the Issuing Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting the Issuing Bank (as the case may be) or such Lender’s 's or such Fronting the Issuing Bank’s (as the case may be) 's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s 's or such Fronting the Issuing Bank’s (as the case may be) 's policies and the policies of such Lender’s 's or such Fronting the Issuing Bank’s (as the case may be) 's holding company with respect to capital adequacy) by an amount reasonably deemed by such Lender or such Fronting the Issuing Bank (as the case may be) to be material, then from time to time the Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Fronting Bank (as Lender's or the case may be) Issuing Bank's holding company for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintainedsuffered. (c) A certificate of each a Lender or the applicable Fronting Issuing Bank setting forth such the amount or amounts as shall reasonably determined by such Lender or Issuing Bank to be necessary to compensate such Lender or such Fronting the Issuing Bank (as the case may be) or its holding company company, as applicable, as specified in subsection 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, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each such Lender or Fronting the Issuing Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure or delay on the part of any Lender or Fronting the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such Fronting the Issuing Bank’s (as the case may be) 's right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs 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 subsection (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 reductionscompensation. The protection of this Section shall be available to each Lender and each Fronting the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such Fronting Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Energy shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s 's or any Fronting Bank’s '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 such Fronting Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such Fronting Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrower, by Energy. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the any Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (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 applicable Borrower or the Borrowers, as the case may be, and shall be conclusive absent manifest error. The applicable Borrower shall pay each Lender or Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to the applicable Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the such Borrower pursuant to this Section; provided, however, that failure by such Lender or such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s 's or such Fronting Bank’s 's (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such Fronting Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless it shall have notified the applicable Borrower that it will demand compensation for such costs or reductions under subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) ), be disadvantageous to such Lender or such Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in Law shall: (i) impose, modify or deem 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or 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 Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) or shall result except any such reserve requirement which is reflected in the imposition Adjusted LIBO Rate) or (ii) impose on any Lender, any Fronting the Administrative Agent or the Issuing Bank or the London interbank market of any other condition (except any such reserve requirement which is reflected in the definition of Statutory Reserves) affecting this Agreement, such Lender’s Commitment Agreement or any Extension of Credit (other than an ABR Loan) Eurodollar Loans made by such Lender or such Fronting Bankany 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 Fronting the Issuing Bank (as the case may be) of making or maintaining any Outstanding Credit Eurodollar Loan (other than an ABR or of maintaining its obligation to make any such 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 such Fronting the Issuing Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly will pay to such Lender Lender, the Administrative Agent or such Fronting Bank (the Issuing Bank, as the case may be) , upon demand such additional amount or amounts as will compensate such Lender or such Fronting Bank (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, if applicable, 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 Lender, the Administrative Agent or Fronting the Issuing Bank shall have determined that the adoption of any 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 Change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting Bank’s holding company with any request or directive Law 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, the Administrative Agent's or such Fronting the Issuing Bank’s (as the case may be) 's capital or on the capital of such Lender’s 's, the Administrative Agent's or such Fronting the Issuing Bank’s (as the case may be) 's holding company, if any, as a consequence of this Agreement, such Lender’s Commitment Agreement or the Extensions Loans made by, or participations in Letters of Credit made by purchased by, such Lender or such Fronting the Letters of Credit issued by the Issuing Bank (as the case may be) pursuant hereto to a level below that which such Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) or such Lender’s 's, the Administrative Agent's or such Fronting the Issuing Bank’s (as the case may be) 's holding company could would have achieved but for such adoption, change or compliance Change in Law (taking into consideration such Lender’s 's, the Administrative Agent's or such Fronting the Issuing Bank’s (as the case may be) 's policies and the policies of such Lender’s 's, the Administrative Agent's or such Fronting the Issuing Bank’s (as the case may be) 's holding company with respect to capital adequacy) by an amount deemed by such Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) to be material, then from time to time the Borrower shall pay to such Lender, the Administrative Agent or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender Lender, the Administrative Agent or the Issuing Bank or such Fronting Bank (as Lender's, the case may be) Administrative Agent's or the Issuing Bank's holding company for any such reduction suffered will suffered; provided, that such amount shall be paid to determined in a manner consistent with the amount that such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of CreditIssuing Bank, as the case may be, would generally apply with respect to other similarly situated borrowers, if applicable, and shall not be duplicative of any amounts paid by Borrower under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under any other provision of this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintainedAgreement. (c) A certificate of each Lender a Lender, the Administrative Agent or the applicable Fronting Issuing Bank setting forth such in reasonable detail the amount or amounts as shall be necessary to compensate such Lender Lender, the Administrative Agent or such Fronting the Issuing Bank (as the case may be) or its holding company company, as applicable, as specified in subsection 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, this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender such Lender, the Administrative Agent or Fronting Bank (the Issuing Bank, as the case may be) , the amount or amounts shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to . (d) Failure or delay on the Borrower part of any event of which it has knowledgeLender, occurring after the date hereof, that it has determined will require Administrative Agent or the Issuing Bank to demand compensation by the Borrower pursuant to this Section; provided, however, that failure by such Lender or such Fronting Bank to give such notice Section shall not constitute a waiver of such Lender’s 's, the Administrative Agent's or such Fronting the Issuing Bank’s (as the case may be) 's right to demand compensation hereunder. such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender, the Administrative Agent or the Issuing Bank under paragraph (da) Failure on the part of any Lender or Fronting Bank to demand compensation (b) above for any increased costs or reduction in amounts received or receivable or reduction in return on capital reductions with respect to any period shall not constitute a waiver of prior to the date that is 180 days prior to such request if such Lender’s , the Administrative Agent or such Fronting Bank’s (as the case may be) right Issuing Bank knew or could reasonably have been expected to demand compensation with respect know of the circumstances giving rise to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs incurred or reductions suffered with respect to any date unless it shall have notified the Borrower that it will demand compensation for such increased costs or reductions under subsection (c) above not more than 90 days after and of the later of (i) fact that such date and (ii) the date on which it shall circumstances would or could reasonably have become aware been expected to 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 Lender, the Administrative Agent and each Fronting the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any the Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such the Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such the Fronting Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such the Fronting Bank (as the case may be) Bank, or shall result in the imposition on any Lender, any the Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such the Fronting Bank (as the case may be) of making or maintaining any Outstanding Extension of Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such the Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such the Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.13(c), promptly pay to such Lender or such the Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such the Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made. (b) If any Lender or the Fronting Bank shall have determined that the adoption of any 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 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 the Fronting Bank (or any lending office of such Lender or such the Fronting Bank) or any Lender’s 's or any the Fronting Bank’s '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 such the Fronting Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit made by such Lender or such the Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such the Fronting Bank (as the case may be) or such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such the Fronting Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such the Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such the Fronting Bank (as the case may be) for any such reduction suffered will be paid by the Borrower to such Lender or such the Fronting Bank (as the case may be) by the Borrower). It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks Bank on the understanding that neither the Lenders nor the Fronting Banks Bank will be required to maintain capital against their Commitments or agreements agreement to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting BanksBank, as the case may be, will be entitled to make claims under this subsection paragraph (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such the Fronting Bank (as the case may be) or its holding company as specified in subsection 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 Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each the Fronting 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 such the Fronting Bank to give such notice shall not constitute a waiver of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or the Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no neither any Lender or nor the Fronting Bank shall be entitled to compensation under this Section 2.13 for any costs 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 subsection 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. The protection of this Section shall be available to each Lender and each the Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which that shall have occurred or been imposed. (e) Each Lender and each the Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such the Fronting Bank (as the case may be) ), be disadvantageous to such Lender or the Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Change in Law shall impose, modify or deem 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting any Issuing Bank (as except any such reserve requirement which is reflected in the case may beAdjusted LIBOEURIBO Rate) or shall result in the imposition impose on any Lender, any Fronting such Lender or such Issuing Bank or the London applicable interbank market of any other condition affecting (including, in each case, the imposition of Taxes other than (and excluding) Taxes (i) imposed on any payment made pursuant to this Agreement, such Lender’s Commitment (ii) measured by net income or any Extension of Credit profits, franchise, branch profits or similar Taxes or (other than an ABR Loaniii) arising under FATCA) affecting this Agreement or Eurocurrency Loans or Term SOFR Loans made by such Lender or such Fronting Bankany 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 Fronting Issuing Bank (as the case may be) of making or maintaining any Outstanding Eurocurrency Loans or Term SOFR Loan or increase the cost to any Lender or any Issuing Bank of issuing or maintaining any Letter of Credit (other than an ABR Loan) or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Fronting Issuing Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Issuing Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting Bank shall have determined that the adoption of any 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,” U.S. Borrowers or the adoption after the date hereof of any other law, rule, regulation or guideline regarding capital adequacy, or any change in any of the foregoing or in the interpretation or administration of any of the foregoing by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender or Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting 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 such Fronting Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if anyEuropean Borrowers, as a consequence of this Agreementapplicable, such Lender’s Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (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 Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs 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 subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which Change in Law that shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date any Change in Law (i) shall subject any Bank (for purposes of this Agreement Section 2.16, the defined term "Bank" shall be deemed to include as applicable the Issuing Bank) to, or increase the net amount of, any change in applicable law tax, levy, impost, duty, charge, fee, deduction or regulation withholding with respect to any LIBOR Loan, Fixed Rate Loan, or in the interpretation Letter of Credit, 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 any Lender Bank of the principal of or interest on any LIBOR Loan, Fixed Rate Loan, or Letter of Credit made by such Bank or any Fronting Bank other fees or amounts payable hereunder (except for changes in respect of other than (x) taxes imposed on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) Bank has its principal executive office or lending office by any political subdivision or taxing authority therein (or any tax which is locatedenacted or adopted by such jurisdiction, political subdivision or taxing authority as a direct substitute for any such taxes) or (y) any tax, assessment, or other governmental charge that would not have been imposed but for the failure of any Bank to comply with any certification, information, documentation or other reporting requirement), (ii) shall impose, modify or shall result in the imposition, modification or applicability of deem applicable any reserve, special deposit or similar requirement (other than requirements as to which the Borrower is obligated to make payments pursuant to Section 2.15) against assets of, deposits with or for the account of of, or credit extended by any Lender by, such Bank, or (iii) shall impose on such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment Agreement or any Extension LIBOR Loan, Fixed Rate Loan, or Letter of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender Bank of issuing, participating in, making or such Fronting Bank (maintaining any LIBOR Loan, Fixed Rate Loan, or Letter of Credit, as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) , or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) in respect thereof by an amount deemed in good faith by such Lender or such Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly shall pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred increase or reduction suffered. (b) If any Lender or Fronting to such Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting 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 such Fronting Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made upon demand by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (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 Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs 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 subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such Fronting Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Holdings shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.11(c), promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s 's or any Fronting Bank’s '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 such Fronting Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such Fronting Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrower, by Holdings. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the any Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection paragraph (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection 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 applicable Borrower or the Borrowers, as the case may be, and shall be conclusive absent manifest error. The applicable Borrower shall pay each Lender or Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to the applicable Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the such Borrower pursuant to this Section; provided, however, that failure by such Lender or such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s 's or such Fronting Bank’s 's (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such Fronting Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section 2.11 for any costs incurred or reductions suffered with respect to any date unless it shall have notified the applicable Borrower that it will demand compensation for such costs or reductions under subsection 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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) ), be disadvantageous to such Lender or such Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any the Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such the Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such the Fronting Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such the Fronting Bank (as the case may be) Bank, or shall result in the imposition on any Lender, any the Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such the Fronting Bank (as the case may be) of making or maintaining any Outstanding Extension of Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such the Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such the Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Extension of Credit, the Borrowers shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.13(c), promptly pay to such Lender or such the Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such the Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request was applicable to such Lender at the time of submission of the Competitive Bid pursuant to which such Competitive Loan was made. (b) If any Lender or the Fronting Bank shall have determined that the adoption of any 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 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 the Fronting Bank (or any lending office of such Lender or such the Fronting Bank) or any Lender’s 's or any the Fronting Bank’s '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 such the Fronting Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit made by such Lender or such the Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such the Fronting Bank (as the case may be) or such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such the Fronting Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such the Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such the Fronting Bank (as the case may be) for any such reduction suffered will be paid by the Borrowers to such Lender or such the Fronting Bank (as the case may be) by the Borrower). It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks Bank on the understanding that neither the Lenders nor the Fronting Banks Bank will be required to maintain capital against their Commitments or agreements agreement to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting BanksBank, as the case may be, will be entitled to make claims under this subsection paragraph (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such the Fronting Bank (as the case may be) or its holding company as specified in subsection 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 applicable Borrower or the Borrowers, as the case may be, and shall be conclusive absent manifest error. The Borrower Borrowers shall pay each Lender or the Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each the Fronting Bank shall give prompt notice to the applicable Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the such Borrower pursuant to this Section; provided, however, that failure by such Lender or such the Fronting Bank to give such notice shall not constitute a waiver of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or the Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no neither any Lender or nor the Fronting Bank shall be entitled to compensation under this Section 2.13 for any costs incurred or reductions suffered with respect to any date unless it shall have notified the applicable Borrower that it will demand compensation for such costs or reductions under subsection 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. The protection of this Section shall be available to each Lender and each the Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each the Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such the Fronting Bank (as the case may be) ), be disadvantageous to such Lender or the Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s or any Fronting 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 such Fronting Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s or such Fronting Bank’s (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such Fronting Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the any Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the any Fronting BanksBank, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection (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 Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section for any costs 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 subsection (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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) ), be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting LC Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting LC Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) any LC Bank, or shall result in the imposition on any Lender, any Fronting LC Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment 's Commitment, any Letter of Credit or any Extension of Credit Loan (other than an ABR Loan) made by such Lender or such Fronting BankLender, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting LC Bank (as the case may be) of maintaining any Letter of Credit or making or maintaining any Outstanding Credit Loan (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting LC Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting LC Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.12(c), promptly pay to such Lender or such Fronting LC Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting LC Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting any LC Bank shall have determined that the adoption of any 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 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 Fronting any LC Bank (or any lending office of such Lender or such Fronting LC Bank) or any Lender’s 's or any Fronting LC Bank’s '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 such Fronting LC Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit Loans made by such Lender or the Letters of Credit issued by such Fronting LC Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting LC Bank (as the case may be) or such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting LC Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting LC Bank (as the case may be) for any such reduction suffered will be paid by the Borrower to such Lender or such Fronting LC Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained). (c) A certificate of each Lender or the applicable Fronting LC Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting LC Bank (as the case may be) or its holding company as specified in subsection (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 Fronting LC Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting LC 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 such Fronting LC Bank to give such notice shall not constitute a waiver of such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) right to demand compensation hereundercompensaxxxx xereunder. (d) Failure on the part of any Lender or Fronting any LC Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such Fronting LC Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting LC Bank shall be entitled to compensation under this Section 2.12 for any costs 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 subsection (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. The protection of this Section shall be available to each Lender and each Fronting LC Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which that shall have occurred or been imposed. (e) Each Lender and each Fronting LC Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting LC Bank (as the case may be) ), be disadvantageous to such Lender or Fronting LC Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such Fronting Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrowing, Energy shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.10(c), promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting Bank shall have determined that the adoption of any 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 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 Fronting Bank (or any lending office of such Lender or such Fronting Bank) or any Lender’s 's or any Fronting Bank’s '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 such Fronting Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit made by such Lender or such Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) or such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such Fronting Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such Fronting Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the applicable Borrower or, if the foregoing circumstances do not relate to a particular Borrower, by Energy. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the any Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection paragraph (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company as specified in subsection 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 applicable Borrower or the Borrowers, as the case may be, and shall be conclusive absent manifest error. The applicable Borrower shall pay each Lender or Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to the applicable Borrower of any event of which it has knowledge, occurring after the date hereof, that it has determined will require compensation by the such Borrower pursuant to this Section; provided, however, that failure by such Lender or such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s 's or such Fronting Bank’s 's (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such Fronting Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section 2.10 for any costs incurred or reductions suffered with respect to any date unless it shall have notified the applicable Borrower that it will demand compensation for such costs or reductions under subsection 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. The protection of this Section shall be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) ), be disadvantageous to such Lender or such Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement any change Agreement, but prior to the first date on which the events described in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof clauses (whether or not having the force of law) shall change the basis of taxation of payments to any Lender or any Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s or such Fronting Bank’s (as the case may be) principal executive office or lending office is locatedA), (B), (C) and (D) of subsection (d) of this Section 2.12 shall have occurred (the “Obligation Termination Date”), any Change in Law shall impose, modify or shall result in the imposition, modification or applicability of 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 such Fronting the Issuing Bank (as the case may be) or shall result in impose on such Lender or the imposition on any Lender, any Fronting Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment Agreement or any Extension of Credit (other than an ABR Loan) Eurodollar Loans made by such Lender or such Fronting Bankany Letter of Credit or participation therein or subject any Recipient to any Taxes (other than (i) Taxes imposed on or with respect to any payment made by any Loan Party under any Loan Document, which shall be solely governed by Section 2.18, (ii) Other Taxes, and (iii) Other Connection Taxes on gross or net income, profits or receipts (including value-added or similar Taxes, franchise Taxes and branch profits Taxes)) on its loans, 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 or such Fronting Bank (as the case may be) other Recipient of making or maintaining any Outstanding Eurodollar Loan or increase the cost to any Lender, the Issuing Bank or such other Recipient of issuing or maintaining any Letter of Credit (other than an ABR Loan) 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 such Fronting Bank (as the case may be) hereunder other Recipient (whether of principal, interest or otherwise) by an amount deemed by such Lender Lender, the Issuing Bank or such Fronting Bank (as the case may be) other Recipient to be material, then the applicable Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly will pay to such Lender Lender, the Issuing Bank or such Fronting Bank (other Recipient, as the case may be) , upon demand such additional amount or amounts as will compensate such Lender Lender, the Issuing Bank or such Fronting Bank (other Recipient, as the case may be) , for such additional costs incurred or reduction suffered. (b) If any Lender or Fronting the Issuing Bank shall have determined that the adoption after the date hereof, but prior to the Obligation Termination Date, of any 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 lawregulation, rule, regulation agreement or guideline regarding capital adequacy, or any change after the date hereof, but prior to the Obligation Termination Date, in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender or Fronting Bank (or any lending office of such Lender Lender) or such Fronting Bank) the Issuing Bank or any Lender’s or any Fronting 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, Governmental Authority has or would have the effect of reducing the rate of return on such Lender’s or such Fronting the Issuing Bank’s (as the case may be) capital or on the capital of such Lender’s or such Fronting the Issuing Bank’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment Agreement or the Extensions Loans made or participation in Letters of Credit made purchased by such Lender pursuant hereto or such Fronting the Letters of Credit issued by the Issuing Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting the Issuing Bank (as the case may be) or such Lender’s or such Fronting the Issuing Bank’s (as the case may be) holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s or such Fronting the Issuing Bank’s (as the case may be) policies and the policies of such Lender’s or such Fronting the Issuing Bank’s (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting the Issuing Bank (as the case may be) to be material, then from time to time the applicable Borrower shall pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Fronting Bank (as Lender’s or the case may be) Issuing Bank’s holding company for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintainedsuffered. (c) A certificate of each a Lender or the applicable Fronting Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or such Fronting the Issuing Bank (as the case may be) or its holding company company, as applicable, as specified in subsection 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, above shall be delivered to the applicable Borrower and shall be conclusive absent manifest error. The applicable Borrower shall pay each such Lender or Fronting the Issuing Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 30 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure or delay on the part of any Lender or Fronting the Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting the Issuing Bank’s (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or Fronting Bank shall be entitled to compensation under this Section 2.12 for any costs incurred or reductions reduction suffered with respect to any date unless it so long as such Lender or the Issuing Bank, as applicable, shall have notified the applicable Borrower that it will demand compensation for such costs or reductions reduction under subsection paragraph (c) above above, not more than 90 days after the later of (i) such date and (ii) the date on which it such Lender or the Issuing Bank, as applicable, shall have become aware of such costs or reductionsreduction. Notwithstanding the foregoing, no notification contemplated by the preceding sentence shall in any event be made more than 30 days after the date that (A) all the Obligations have been indefeasibly paid in full, (B) the Lenders have no further commitment to lend to either of the Borrowers under this Agreement, (C) the L/C Exposure has been reduced to zero and (D) the Issuing Bank has no further obligation to issue Letters of Credit under this Agreement. The protection of this Section 2.12 shall be available to each Lender and each Fronting the Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement Original Effective Date any change in applicable law or regulation (including (i) any change in the reserve percentages provided for in Regulation D, (ii) all requests, rules, guidelines, requirements and directives concerning capital adequacy or liquidity 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 (collectively, “Basel III”), and (iii) 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 (collectively, “Xxxx-Xxxxx”)) 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 any Lender of the principal of or interest on any Fronting Bank hereunder Eurocurrency Loan or Absolute Rate Loan made by such Lender (except for other than changes in respect of taxes imposed on the overall net income of such Lender or such Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s Lender has its principal office (or in which it holds any Eurocurrency Loan or Absolute Rate Loan) or by any political subdivision or taxing authority therein and other than taxes that would not have been imposed but for the failure of such Fronting Bank’s (as the case may be) principal executive office Lender to comply with applicable certification, information, documentation or lending office is locatedother reporting requirements), or shall result in the impositionimpose, modification modify or applicability of deem applicable any reserve, special deposit or similar requirement against assets of, of or deposits with or for the account of or credit extended by any Lender or such Fronting Bank (as the case may be) Lender, or shall result in the imposition impose on any Lender, any Fronting Bank such Lender or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment Agreement or any Extension of Credit (other than an ABR Loan) Eurocurrency Loan or Absolute Rate Loan made by such Lender or such Fronting BankLender, and the result of any of the foregoing shall be to increase the cost to such Lender or such Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) Eurocurrency Loan or Absolute Rate Loan or to reduce the amount of any sum received or receivable by such Lender or such Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) in respect of any Eurocurrency Loan or Absolute Rate Loan by an amount deemed by such Lender or such Fronting Bank (as the case may be) to be material, then the relevant Borrower shall, upon receipt of the notice and certificate agrees to pay to such Lender as provided for in subsection paragraph (c) below promptly pay to such Lender or such Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if the change giving rise to such request shall, or in good faith should, have been taken into account in formulating the Competitive Bid pursuant to which such Competitive Loan shall have been made. (b) If any Lender or Fronting Bank any Issuing Lender shall have determined that the adoption after the Original Effective Date of any 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,” regarding capital adequacy or the adoption after the date hereof of liquidity, or any other change in any law, rule, regulation or guideline (including under Regulation D or pursuant to Basel III or Xxxx-Xxxxx) regarding capital adequacy, adequacy or any change in any of the foregoing liquidity 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 Fronting Bank (or any lending office of such Lender) or Issuing Lender or such Fronting Bank) or any Lender’s or any Fronting BankIssuing Lender’s holding company with any request or directive regarding capital adequacy or liquidity (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 such Fronting BankIssuing Lender’s (as the case may be) capital or on the capital of such Lender’s or such Fronting BankIssuing Lender’s (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s Commitment Agreement or the Extensions of Credit Loans made by such Lender or the LC Exposure of such Fronting Bank (as the case may be) Lender or Letters of Credit issued by such Issuing Lender pursuant hereto to a level below that which such Lender or such Fronting Bank (as the case may be) Issuing Lender or such Lender’s or such Fronting BankIssuing Lender’s (as the case may be) holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s or such Fronting BankIssuing Lender’s (as the case may be) policies and the policies of such Lender’s or such Fronting BankIssuing Lender’s (as the case may be) holding company with respect to capital adequacyadequacy or liquidity) by an amount deemed by such Lender or such Fronting Bank (as the case may be) Issuing Lender to be material, then from time to time the relevant Borrower agrees to pay to such Lender or Issuing Lender as provided in paragraph (c) below such additional amount or amounts as will compensate such Lender or Issuing Lender or such Fronting Bank (as the case may be) Lender’s or Issuing Lender’s holding company for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintainedsuffered. (c) A certificate of each Lender or the applicable Fronting Bank Issuing Lender setting forth such amount or amounts as shall be necessary to compensate such Lender or such Fronting Bank (as the case may be) or its holding company Issuing Lender as specified in subsection paragraph (a) or (b) above, as the case may be, and containing an explanation the basis therefor in reasonable detail of the manner in which such amount or amounts shall have been determined, shall be delivered to the relevant Borrower and shall be conclusive absent manifest error. The relevant Borrower shall pay each Lender or Fronting Bank (as the case may be) Issuing Lender the amount shown as due on any such certificate delivered by it within 10 30 days after its receipt of the same. Each Lender and each Fronting Bank shall give prompt notice to Upon the Borrower receipt of any event such certificate, the relevant Borrower shall be entitled, in its sole discretion, if any requested Loan has not been made, to cancel its acceptance of which it has knowledgethe relevant Competitive Bids or to cancel the Competitive Bid Request relating thereto, occurring after the date hereof, that it has determined will require compensation by the Borrower pursuant subject to this Section; provided, however, that failure by such Lender or such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunderSection 2.16. (d) Failure Except as provided in this paragraph, failure on the part of any Lender or Fronting Bank Issuing Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s or such Fronting BankIssuing Lender’s (as the case may be) right to demand compensation with respect to such period or any other period; provided. The protection of this Section 2.15 shall be available to each Lender and Issuing Lender regardless of any possible contention of the invalidity or inapplicability of the law, howeverrule, that no regulation, guideline or other change or condition which shall have occurred or been imposed so long as it shall be customary for Lenders or Issuing Lenders affected thereby to comply therewith. No Lender or Fronting Bank Issuing Lender shall be entitled to compensation under this Section 2.15 for any costs incurred or reductions suffered with respect to any date unless it shall have notified the relevant Borrower that it will demand compensation for such costs or reductions under subsection 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. The protection Notwithstanding any other provision of this Section 2.15, no Lender or Issuing Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be available to each Lender and each Fronting Bank regardless of any possible contention of the invalidity general policy or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment practice of such Lender or such Fronting Bank Issuing Lender (as the case may be) be disadvantageous to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. In the event any Borrower shall reimburse any Lender or Issuing Lender pursuant to this Section 2.15 for any cost and such Lender or Fronting Bank Issuing Lender (as the case may be)) shall subsequently receive a refund in respect thereof, such Lender or Issuing Lender (as the case may be) shall so notify such Borrower and, upon its request, will pay to such Borrower the portion of such refund which such Lender or Issuing Lender (as the case may be) shall determine in good faith to be allocable to the cost so reimbursed. The covenants contained in this Section 2.15 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (e) For purposes hereof, each Borrower agrees that (i) Xxxx-Xxxxx and (ii) Basel III and in each case, all requests, rules, guidelines or directives thereunder or issued in connection therewith, shall in each case be deemed to be changes in law, rule, regulation or guideline referred to in this Section 2.15 after the Original Effective Date, regardless of the date enacted, adopted, promulgated or issued.

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision herein, if after the date of this Agreement 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 any Lender or any the Fronting Bank hereunder (except for changes in respect of taxes on the overall net income of such Lender or such the Fronting Bank (as the case may be) or its lending office imposed by the jurisdiction in which such Lender’s 's or such the Fronting Bank’s 's (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of any reserve, special deposit or similar requirement against assets of, deposits with or for the account of or credit extended by any Lender or such the Fronting Bank (as the case may be) or shall result in the imposition on any Lender, any the Fronting Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s 's Commitment or any Extension of Credit (other than an ABR Loan) made by such Lender or such the Fronting Bank, and the result of any of the foregoing shall be to increase the cost to such Lender or such the Fronting Bank (as the case may be) of making or maintaining any Outstanding Credit (other than an ABR Loan) or to reduce the amount of any sum received or receivable by such Lender or such the Fronting Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such the Fronting Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below Section 2.11(c), promptly pay to such Lender or such the Fronting Bank (as the case may be) such additional amount or amounts as will compensate such Lender or such the Fronting Bank (as the case may be) for such additional costs incurred or reduction suffered. (b) If any Lender or the Fronting Bank shall have determined that the adoption of any 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 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 the Fronting Bank (or any lending office of such Lender or such the Fronting Bank) or any Lender’s 's or any the Fronting Bank’s '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 such the Fronting Bank’s 's (as the case may be) capital or on the capital of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company, if any, as a consequence of this Agreement, such Lender’s 's Commitment or the Extensions of Credit made by such Lender or such the Fronting Bank (as the case may be) pursuant hereto to a level below that which such Lender or such the Fronting Bank (as the case may be) or such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s 's or such the Fronting Bank’s 's (as the case may be) policies and the policies of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) holding company with respect to capital adequacy) by an amount deemed by such Lender or such the Fronting Bank (as the case may be) to be material, then from time to time such additional amount or amounts as will compensate such Lender or such the Fronting Bank (as the case may be) for any such reduction suffered will be paid to such Lender or such the Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks Bank on the understanding that neither the Lenders nor the Fronting Banks Bank will be required to maintain capital against their respective Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks Bank shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting BanksBank, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintained. (c) A certificate of each Lender or the applicable Fronting Bank setting forth such amount or amounts as shall be necessary to compensate such Lender or such the Fronting Bank (as the case may be) or its holding company as specified in subsection (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 Borrower, and shall be conclusive absent manifest error. The Borrower shall pay each Lender or the Fronting Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each the Fronting 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 SectionSection 2.11; provided, however, that failure by such Lender or such the Fronting Bank to give such notice shall not constitute a waiver of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) right to demand compensation hereunder. (d) Failure on the part of any Lender or the Fronting Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such the Fronting Bank’s 's (as the case may be) right to demand compensation with respect to such period or any other period; provided, however, that no Lender or nor the Fronting Bank shall be entitled to compensation under this Section 2.11 for any costs 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 subsection (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. The protection of this Section 2.11 shall be available to each Lender and each the Fronting Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed. (e) Each Lender and each the Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such the Fronting Bank (as the case may be) ), be disadvantageous to such Lender or the Fronting Bank (as the case may be).

Reserve Requirements; Change in Circumstances. (a) Notwithstanding any other provision hereinof this Agreement, if after the date of this Agreement 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 any Lender or any Fronting Issuing Bank of the principal of or interest on any Eurodollar Loan or Fixed Rate Loan made by such Lender or any Fees or other amounts payable hereunder (except for other than changes in respect of taxes imposed on the overall net income of such Lender or such Fronting Issuing Bank as a result of a present or former connection between the Governmental Authority imposing such tax and such Lender or such Issuing Bank (as the case may beexcept a connection arising solely from such Lender or such Issuing Bank having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement)) or its lending office imposed by the jurisdiction in which such Lender’s shall impose, modify or such Fronting Bank’s (as the case may be) principal executive office or lending office is located), or shall result in the imposition, modification or applicability of 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 such Fronting any Issuing Bank (as except any such reserve requirement which is reflected in the case may beAdjusted LIBO Rate) or shall result in the imposition impose on any Lender, any Fronting such Lender or such Issuing Bank or the London interbank market of any other condition affecting this Agreement, such Lender’s Commitment Agreement or any Extension of Credit (other than an ABR Loan) Eurodollar Loans or Fixed Rate Loans made by such Lender or such Fronting Bankany 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 Fronting Issuing Bank (as the case may be) of making or maintaining any Outstanding Eurodollar Loan or Fixed Rate Loan or increase the cost to any Lender or such Issuing Bank of issuing or maintaining any Letter of Credit (other than an ABR Loan) or purchasing or maintaining a participation therein or to reduce the amount of any sum received or receivable by such Lender or such Fronting Issuing Bank (as the case may be) hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such Fronting Issuing Bank (as the case may be) to be material, then the Borrower shall, upon receipt of the notice and certificate provided for in subsection (c) below promptly will pay to such Lender or such Fronting Bank (Issuing Bank, as the case may be) , upon demand such additional amount or amounts as will compensate such Lender or such Fronting Bank (Issuing Bank, as the case may be) , for such additional costs incurred or reduction suffered. Notwithstanding the foregoing, no Lender shall be entitled to request compensation under this paragraph with respect to any Competitive Loan if it shall have been aware of the change giving rise to such request at the time of submission of the Competitive Bid pursuant to which such Competitive Loan shall have been made. (b) If any Lender or Fronting any Issuing Bank shall have determined that the adoption of any 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 regulation, agreement or guideline regarding capital adequacy, or any change after the date hereof in any of the foregoing such law, rule, regulation, agreement or guideline (whether such law, rule, regulation, agreement or guideline has been adopted) or in the interpretation or administration of any of the foregoing thereof by any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or compliance by any Lender or Fronting Bank (or any lending office of such Lender or such Fronting BankLender) or any Lender’s Issuing Bank or any Fronting Lender's or any Issuing Bank’s '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, Governmental Authority has or would have the effect of reducing the rate of return on such Lender’s 's or such Fronting Issuing Bank’s (as the case may be) 's capital or on the capital of such Lender’s 's or such Fronting Issuing Bank’s (as the case may be) 's holding company, if any, as a consequence of this Agreement, such Lender’s Commitment Agreement or the Extensions Loans made or participations in Letters of Credit made purchased by such Lender pursuant hereto or the Letters of Credit issued by such Fronting Issuing Bank (as the case may be) pursuant hereto to a level below that which such Lender or such Fronting Issuing Bank (as the case may be) or such Lender’s 's or such Fronting Issuing Bank’s (as the case may be) 's holding company could have achieved but for such applicability, adoption, change or compliance (taking into consideration such Lender’s 's or such Fronting Issuing Bank’s (as the case may be) 's policies and the policies of such Lender’s 's or such Fronting Issuing Bank’s (as the case may be) 's holding company with respect to capital adequacy) by an amount deemed by such Lender or such Fronting Issuing Bank (as the case may be) to be material, then from time to time the Borrower shall pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or such Fronting Issuing Bank (as or such Lender's or the case may be) Issuing Bank's holding company for any such reduction suffered will be paid to such Lender or such Fronting Bank (as the case may be) by the Borrower. It is acknowledged that this Agreement is being entered into by the Lenders and the Fronting Banks on the understanding that neither the Lenders nor the Fronting Banks will be required to maintain capital against their Commitments or agreements to issue Letters of Credit, as the case may be, under currently applicable laws, regulations and regulatory guidelines. In the event the Lenders or the Fronting Banks shall otherwise determine that such understanding is incorrect, it is agreed that the Lenders or the Fronting Banks, as the case may be, will be entitled to make claims under this subsection (b) based upon market requirements prevailing on the date hereof for commitments under comparable credit facilities against which capital is required to be maintainedsuffered. (c) A certificate of each a Lender or the applicable Fronting any Issuing Bank setting forth such the amount or amounts as shall be necessary to compensate such Lender or such Fronting Issuing Bank (as the case may be) or its holding company company, as applicable, as specified in subsection 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, above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each such Lender or Fronting such Issuing Bank (as the case may be) the amount shown as due on any such certificate delivered by it within 10 days after its receipt of the same. Each Lender and each Fronting 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 such Fronting Bank to give such notice shall not constitute a waiver of such Lender’s or such Fronting Bank’s (as the case may be) right to demand compensation hereunder. (d) Failure or delay on the part of any Lender or Fronting any Issuing Bank to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s 's or such Fronting Issuing Bank’s (as the case may be) 's right to demand compensation with respect to such period or any other periodcompensation; provided, however, that no any Lender or Fronting any Issuing Bank shall be entitled to may not demand compensation under this Section 2.14 for any costs 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 subsection (c) above not more period commencing earlier than 90 days after the later of (i) prior to such date and (ii) the date on which it shall have become aware of such costs or reductionsdemand. The protection of this Section 2.14 shall be available to each Lender and each Fronting Issuing Bank regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, agreement, guideline or other change or condition which that shall have occurred or been imposed. (e) Each Lender and each Fronting Bank agrees that it will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or such Fronting Bank (as the case may be) be disadvantageous to such Lender or Fronting Bank (as the case may be).