Common use of RESERVES OR DEPOSIT REQUIREMENTS, ETC Clause in Contracts

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or treaty, regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System), governmental rule or order (whether or not having force of law) or the interpretation or administration thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law)impose, modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount account of any LIBOR Loan by, Loans made or Letters of Credit issued or participated in by any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making making, issuing, participating in or maintaining Loans or Letters of Credit hereunder such LIBOR Loan or to reduce the amount of principal or interest or other amount received by such Bank with respect to such LIBOR LoanLoans or Letters of Credit, then, then upon demand by such Bank, Bank the Borrower shall pay to such Bank from time to time on Interest Adjustment Dates each interest payment date with respect to such LIBOR LoanLoans or promptly upon demand with respect to any amounts relating to Letters of Credit, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was were allocable to such LIBOR LoanLoans or Letters of Credit, as the case may be. A certificate statement as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.14.06, setting forth the calculations therefor, shall be promptly submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Borrower, upon at least three one (31) Business but no more than thirty (30) Cleveland Banking Days' ’ prior written notice to such Bank through the Agent, may prepay any affected LIBOR Loan all Loans (together with all accrued interest, fees and other amounts payable thereon or with respect thereto) of such Bank in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereofof any thereof and following such prepayment, the Total Revolving Loan Commitments shall be permanently reduced by the amount of the Commitments of the Bank(s) whose Loans is/are so prepaid, and the remaining Banks’ Pro rata portion of the Total Revolving Loan Commitments following such prepayment shall be adjusted based on the percentage that each remaining Bank’s Commitment bears to the adjusted Total Revolving Loan Commitments. Any such prepayment or conversion of Loans subject to the LIBOR Rate Option shall be subject to the prepayment fees LIBOR breakage compensation set forth in Section 2.4 5.05 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Fixed Rate Loan(s) in question) against (a) assets held by, or deposits in or for the amount of any LIBOR Fixed Rate Loan by, any BankLender, or (b) assets held by, or deposits in or for the amount of any Letter of Credit issued by, the LC Issuer, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank Lender or the LC Issuer of making or maintaining hereunder such LIBOR Fixed Rate Loan or Letter of Credit, as the case may be, or to reduce the amount of principal or interest received by such Bank Lender with respect to such LIBOR LoanFixed Rate Loan or the LC Issuer with respect to such Letter of Credit, then, upon demand by such BankLender or the LC Issuer, Borrower shall pay to such Bank Lender from time to time on Interest Adjustment Dates with respect to such LIBOR LoanFixed Rate Loan or the LC Issuer, as applicable, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank Lender or the LC Issuer, as applicable, for such increased cost or reduced amount, assuming (which assumption such Bank Lender or the LC Issuer need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LoanFixed Rate Loan or Letter of Credit. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.13.01, setting forth the calculations therefor, shall be promptly submitted by such Bank Lender or the LC Issuer, as applicable, to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any BankLender or the LC Issuer, Borrower, upon at least three (3) Business Days' ’ prior written notice to such Bank Lender or the LC Issuer, as applicable, through Agent, may prepay any affected LIBOR Fixed Rate Loan in full or terminate any affected Letter of Credit or, with respect to Eurodollar Loans, convert such LIBOR Eurodollar Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.08 hereof. Each Bank Lender or the LC Issuer, as applicable, shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such any LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Administrative Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Prime Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Administrative Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or treaty, regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System), governmental rule, guideline, order or request (whether or not having force of law) or the interpretation or administration thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law)impose, modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining Loans hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, then upon demand by such Bank, Bank the Borrower shall pay to such Bank from time to time on Interest Adjustment Dates each interest payment date with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was were allocable to such LIBOR LoanLoans. A certificate statement as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.14.06, setting forth the calculations therefor, shall be promptly submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Borrower, upon at least three one (31) Business Days' Cleveland Banking Day's prior written notice to such Bank through the Agent, may prepay any affected LIBOR Loan all Loans in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees premium set forth in Section 2.4 5.05 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or treaty, regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System), governmental rule, guideline, order or request (whether or not having force of law) or the interpretation or administration thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law)impose, modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining Loans hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, then upon demand by such Bank, Bank the Borrower shall pay to such Bank from time to time on Interest Adjustment Dates each interest payment date with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was were allocable to such LIBOR LoanLoans. A certificate statement as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.14.06, setting forth the calculations therefor, shall be promptly submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Borrower, upon at least three one (31) Business Days' Cleveland Banking Day’s prior written notice to such Bank through the Agent, may prepay any affected LIBOR Loan all Loans in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees premium set forth in Section 2.4 5.05 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(sInterest Segment(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Interest Segment by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Interest Segment or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanInterest Segment, then, upon demand by such Bank, the applicable Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanInterest Segment, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LoanInterest Segment. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to the applicable Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, such Borrower, upon at least three (3) Business Days' prior written notice to such Bank through AgentBank, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to select a Base Rate Loan Option regardless of the Interest Period thereof. Any such prepayment or conversion selection of a Base Rate Option for a LIBOR Interest Segment prior to the end of the Interest Period for such LIBOR Interest Segment shall be subject to the prepayment fees set forth in Section 2.4 hereofLIBOR Breakage Fees. Each Bank shall notify the applicable Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by such Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank Bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrower Borrowers shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower Borrowers and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, BorrowerBorrowers, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower Borrowers as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower Borrowers of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof Change in Law by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Fixed Rate Loan(s) in question) against (a) assets held by, or deposits in or for the amount of any LIBOR Fixed Rate Loan by, any BankLender, or (b) assets held by, or deposits in or for the amount of any Letter of Credit issued by, any LC Issuer, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank Lender or such LC Issuer of making or maintaining hereunder such LIBOR Fixed Rate Loan or Letter of Credit, as the case may be, or to reduce the amount of principal or interest received by such Bank Lender with respect to such LIBOR LoanFixed Rate Loan or such LC Issuer with respect to such Letter of Credit, then, upon demand by such BankLender or such LC Issuer, Borrower shall pay to such Bank Lender from time to time on Interest Adjustment Dates with respect to such LIBOR LoanFixed Rate Loan or Letter of Credit, as applicable, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank Lender or such LC Issuer, as applicable, for such increased cost or reduced amount, assuming (which assumption such Bank Lender or such LC Issuer need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LoanFixed Rate Loan or Letter of Credit. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.13.01, setting forth the calculations therefor, shall be promptly submitted by such Bank Lender or such LC Issuer, as applicable, to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any BankLender or LC Issuer, Borrower, upon at least three (3) Business Days' prior written notice to such Bank Lender or such LC Issuer, as applicable, through Agent, may prepay any affected LIBOR Fixed Rate Loan in full or terminate any affected Letter of Credit or, with respect to Eurodollar Loans, convert such LIBOR Eurodollar Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.08 hereof. Each Bank Lender or LC Issuer, as applicable, shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Loans or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LoanLoans. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Administrative Agent, may prepay any the affected LIBOR Loan Loans in full or convert such all LIBOR Loan Loans to a Base Prime Rate Loan Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Administrative Agent) of the existence of any event that which will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or or special deposit requirement (other than reserves included in the Eurocurrency Eurocurency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included there is a Change in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any BankLaw, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such a Bank of making making, converting to, continuing or maintaining hereunder such LIBOR any Loan based on SOFR, or to increase the cost to a Bank or the Fronting Bank of participating in, issuing, or maintaining any Letter of Credit (or maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of principal any sum (whether principal, interest or interest any other amount) received or receivable by such a Bank or the Fronting Bank with respect to such LIBOR Loanany Loan based on SOFR, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' ’ prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan based on SOFR in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject accompanied by any amount required to the prepayment fees set forth in Section 2.4 be paid pursuant to Sections 3.4 and 3.8 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this SectionSection 3.1.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentageeurocurrency reserve percentage, the effect of which is reflected in the interest rate(s) rates of the LIBOR Loan(s) Fixed Rate Loans in question) against assets held by, or deposits in or for the amount of any LIBOR Fixed Rate Loan by, any BankLender, and the result of the foregoing is shall be to increase the cost (whether by incurring a cost or adding to a cost) to such Bank Lender of making or maintaining hereunder such LIBOR Fixed Rate Loan or to reduce the amount of principal or interest received by such Bank Lender with respect to such LIBOR Fixed Rate Loan, then, upon demand by such BankLender, Borrower shall pay to such Bank Lender from time to time on Interest Adjustment Dates with respect to such LIBOR Fixed Rate Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank Lender for such increased cost or reduced amount, assuming (which assumption such Bank Lender need not 44 corroborate) such additional cost or reduced amount was allocable to such LIBOR Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank Lender to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any BankLender, Borrower, upon at least three (3) Business Days' prior written notice to such Bank Lender through the Global Agent, may prepay any affected LIBOR Fixed Rate Loan in full or or, if such Fixed Rate Loan shall be a Eurodollar Loan, convert such LIBOR Eurodollar Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.5 hereof. Each Bank Lender shall notify Borrower as promptly as practicable (with a copy thereof delivered to the Global Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) or CAD Fixed Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan or CAD Fixed Rate Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such any LIBOR Loan or CAD Fixed Rate Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan or CAD Fixed Rate Loan, then, upon demand by such Bank, Borrower Borrower, or Canadian Borrowers, as applicable, shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan or CAD Fixed Rate Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan or CAD Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower or Canadian Borrowers, as applicable, and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, BorrowerBorrower or Canadian Borrowers, as applicable, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan or CAD Fixed Rate Loan in full or convert such LIBOR Loan to a Base Rate Loan or CAD Fixed Rate Loan to a CAD Base Rate Loan, regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.8 hereof. Each Bank shall notify Borrower or Canadian Borrowers, as the case may be, as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that which will likely require the payment by Borrower or Canadian Borrower, as applicable, of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrower Borrowers shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower Borrowers and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, BorrowerBorrowers, upon at least three (3) Business Days' prior written notice to such Bank through AgentBank, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower Borrowers as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower Borrowers of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time after the Effective Date any new law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the published interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves reserves: (a) included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in questionquestion or (b) attributable to requirements imposed by the Board of Governors of the Federal Reserve System on any Bank as a result of the failure of any such Bank to maintain necessary current capitalization or financial conditions imposed thereby) against assets held by, or deposits in or for the amount account of any LIBOR Loan by, Loans by any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Loans or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, then upon demand by such Bank, Borrower Bank the Company shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) provided that such additional cost or reduced amount was were allocable to such LIBOR LoanLoans. A certificate as to the increased cost or reduced amount (hereinafter in this Section 3.1 collectively called "Increased Costs") as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence Company for its review. The Company shall pay such Increased Costs for such period of manifest error, be conclusive and binding as time prior to the amount thereofdate such certificate is received by the Company during which such Regulatory Change, by its terms, applies retroactively to any period of time prior to the date such Regulatory Change became effective. Notwithstanding In addition, the Company shall pay such Increased Costs incurred by a Bank on and after the date such certificate is received by the Company unless the Company, notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, promptly, (i) upon at least three (3) Business Banking Days' prior written notice to such Bank through AgentBank, may prepay any prepays the affected LIBOR Loan Loans in full or convert such converts all LIBOR Loan Loans to a Alternate Base Rate Loan Loans regardless of the Interest Period interest period thereof. Any , or (ii) terminates the Commitment of such prepayment or conversion Bank pursuant to Section 2.5 hereof (provided that the Company shall be subject to the prepayment fees set forth in Section 2.4 hereofpay such Increased Costs on any LIBOR Loans from such Bank which remain outstanding). Each Bank shall will notify Borrower the Company as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that which will likely require the payment by Borrower the Company of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank Lender or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any BankLender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank Lender of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank Lender with respect to such LIBOR Loan, then, upon demand by such BankLender, Borrower shall promptly pay to such Bank Lender from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank Lender for such increased cost or reduced amount, assuming (which assumption such Bank Lender need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. Lender shall 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 judgment of Lender, be otherwise disadvantageous to Lender. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefortherefor in reasonable detail, shall be promptly submitted by such Bank Lender to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any BankLender, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through AgentLender, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Prime Rate Loan regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank Lender shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that which will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or treaty, regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System), governmental rule, guideline, order or request (whether or not having force of law) or the interpretation or administration thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law)impose, modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining Loans hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, then upon demand by such Bank, Bank the Borrower shall pay to such Bank from time to time on Interest Adjustment Dates each interest payment date with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was were allocable to such LIBOR LoanLoans. A certificate statement as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.14.06, setting forth the calculations therefor, shall be promptly submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Amended Credit Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three one (31) Business Days' Cleveland Banking Day's prior written notice to such Bank through the Agent, may prepay any affected LIBOR Loan all Loans in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees premium set forth in Section 2.4 5.05 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Fixed Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Fixed Rate Loan by, any Bank, and the result of the foregoing is to increase the net cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Fixed Rate Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Fixed Rate Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Fixed Rate Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.13.01, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' ’ prior written notice to such Bank through Agent, may prepay any affected LIBOR Fixed Rate Loan in full or or, with respect to Eurodollar Loans, convert such LIBOR Eurodollar Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.04 hereof. Each Bank shall notify Borrower as promptly as practicable (but in no event more than one hundred eighty (180) days after such event), with a copy thereof delivered to Agent) , of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Fixed Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Fixed Rate Loan by, any BankLender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank Lender of making or maintaining hereunder such LIBOR Fixed Rate Loan or to reduce the amount of principal or interest received by such Bank Lender with respect to such LIBOR Fixed Rate Loan, then, upon demand by such BankLender, Borrower shall pay to such Bank Lender from time to time on Interest Adjustment Dates with respect to such LIBOR Fixed Rate Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank Lender for such increased cost or reduced amount, assuming (which assumption such Bank Lender need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.13.01, setting forth the calculations therefor, shall be promptly submitted by such Bank Lender to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any BankLender, Borrower, upon at least three (3) Business Days' ’ prior written notice to such Bank Lender through Agent, may prepay any affected LIBOR Fixed Rate Loan in full or or, with respect to Eurodollar Loans, convert such LIBOR Eurodollar Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.08 hereof. Each Bank Lender shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included there is a Change in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any BankLaw, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such a Bank of making making, converting to, continuing or maintaining hereunder such any LIBOR Loan Loan, or to increase the cost to a Bank or the Fronting Bank of participating in, issuing, or maintaining any Letter of Credit (or maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of principal any sum (whether principal, interest or interest any other amount) received or receivable by such a Bank or the Fronting Bank with respect to such a LIBOR Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the NAI-1519170929v11 absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' ’ prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject accompanied by any amount required to the prepayment fees set forth in Section 2.4 be paid pursuant to Sections 3.4 and 3.8 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this SectionSection 3.1.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) rate of the LIBOR Loan(s) Loan in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrower Borrowers shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower the Treasury Manager and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrowerthe Treasury Manager, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may cause Borrowers to prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.7 hereof. Each Bank shall notify Borrower the Treasury Manager as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower Borrowers of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included there is a Change in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any BankLaw, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such a Bank of making making, converting to, continuing or maintaining hereunder such any LIBOR Loan Loan, or to increase the cost to a Bank or the Fronting Bank of participating in, issuing, or maintaining any Letter of Credit (or maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of principal any sum (whether principal, interest or interest any other amount) received or receivable by such a Bank or the Fronting Bank with respect to such a LIBOR Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' ’ prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject accompanied by any amount required to the prepayment fees set forth in Section 2.4 be paid pursuant to Sections 3.4 and 3.8 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this SectionSection 3.1.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) rate of the LIBOR Loan(s) Fixed Rate Loan in question) against assets held by, or deposits in or for the amount of any LIBOR Fixed Rate Loan by, any Bank, and the result of the foregoing is shall be to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Fixed Rate Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Fixed Rate Loan, then, upon demand by such Bank, the appropriate Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Fixed Rate Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborateshall, in the absence of manifest error, be conclusive and binding) such additional cost or reduced amount was allocable to such LIBOR Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to such Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the appropriate Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any the affected LIBOR Loan Fixed Rate Loans in full or with respect to Eurodollar Loans, convert such LIBOR Loan Eurodollar Loans to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.5 hereof. Each Bank shall notify Borrower the appropriate Borrowers as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by any Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, ------------------------------------- any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentagereserve percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any BankLender, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank Lender of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank Lender with respect to such LIBOR Loan, then, upon demand by such BankLender, Borrower shall pay to such Bank Lender from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank Lender for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) provided such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank Lender to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any BankLender, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through AgentLender, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof2.4. Each Bank Lender shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Fixed Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Fixed Rate Loan by, any Bank, and the result of the foregoing is to increase the net cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Fixed Rate Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Fixed Rate Loan, then, upon demand by such Bank, the appropriate Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Fixed Rate Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.13.01, setting forth the calculations therefor, shall be promptly submitted by such Bank to the appropriate Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the appropriate Borrower, upon at least three (3) Business Days' ’ prior written notice to such Bank through Agent, may prepay any affected LIBOR Fixed Rate Loan in full or or, with respect to Eurodollar Loans, convert such LIBOR Eurodollar Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.05 hereof. Each Bank shall notify Borrower Borrowers as promptly as practicable (but in no event more than one hundred eighty (180) days after such event), with a copy thereof delivered to Agent) , of the existence of any event that will likely require the payment by Borrower Borrowers of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Loans or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, then upon demand by such Bank, Borrower Bank the Borrowers shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loanloans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was were allocable to such LIBOR LoanLoans. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower the Borrowers and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Credit Agreement, after any such demand for compensation by any Bank, BorrowerBorrowers, upon at least three (3) Business Banking Days' prior written notice to such Bank through AgentBank, may prepay any the affected LIBOR Loan Loans in full or convert such all LIBOR Loan Loans to a Base Prime Rate Loan Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees penalties set forth in Section 2.4 hereof. Each Bank shall will notify Borrower Borrowers as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that which will likely require the payment by Borrower Borrowers of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Fixed Rate Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Fixed Rate Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Fixed Rate Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Fixed Rate Loan, then, upon demand by such Bank, Borrower the appropriate Borrowers shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Fixed Rate Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Fixed Rate Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to the appropriate Borrower or Borrowers and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrowerthe applicable Borrower or Borrowers, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected LIBOR Fixed Rate Loan in full or convert such LIBOR Fixed Rate Loan to a Base Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 2.6 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Loans or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LoanLoans. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any the affected LIBOR Loan Loans in full or convert such the affected LIBOR Loan Loans to a Base Rate Loan Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that which will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(sInterest Segment(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Interest Segment by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Interest Segment or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanInterest Segment, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanInterest Segment, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LoanInterest Segment. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to select a Base Prime Rate Loan Option regardless of the Interest Period thereof. Any such prepayment or conversion selection of a Prime Rate Option for a LIBOR Interest Segment prior to the end of the Interest Period for such LIBOR Interest Segment shall be subject to the prepayment fees set forth in Section 2.4 hereofLIBOR Breakage Fees. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Loans or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LoanLoans. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any the affected LIBOR Loan Loans in full or or, with respect to LIBOR Loans that are in Eurodollars, convert such all LIBOR Loan Loans to a Base Prime Rate Loan Loans regardless of the Interest Period or Competitive Bid Interest Period, as applicable, of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that which will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such any LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Prime Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time after the Effective Date any new law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the published interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves reserves: (a) included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in questionquestion or (b) attributable to requirements imposed by the Board of Governors of the Federal Reserve System on any Bank as a result of the failure of any such Bank to maintain necessary current capitalization or financial conditions imposed thereby) against assets held by, or deposits in or for the amount account of any LIBOR Loan by, Loans by any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Loans or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, then upon demand by such Bank, Borrower Bank the Company shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) provided that such additional cost or reduced amount was were allocable to such LIBOR LoanLoans. A certificate as to the increased cost or reduced amount (hereinafter in this Section 3.1 collectively called "Increased Costs") as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence Company for its review. The Company shall pay such Increased Costs for such period of manifest error, be conclusive and binding as time prior to the amount thereofdate such certificate is received by the Company during which such Regulatory Change, by its terms, applies retroactively to any period of time prior to the date such Regulatory Change became effective. Notwithstanding In addition, the Company shall pay such Increased Costs incurred by a Bank on and after the date such certificate is received by the Company unless the Company, notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, promptly, (i) upon at least three (3) Business Banking Days' prior written notice to such Bank through AgentBank, may prepay any prepays the affected LIBOR Loan Loans in full or convert such converts all LIBOR Loan Loans to a Alternate Base Rate Loan Loans regardless of the Interest Period interest period thereof. Any , or (ii) terminates the Commitment of such prepayment or conversion Bank pursuant to Section 2.5 hereof (provided that the Company shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each pay such Increased Costs on any LIBOR Loans from such Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Sectionwhich remain outstanding).

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, at any time, any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR Loan, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR Loan, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loan. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Business Days' prior written notice to such Bank through Agent, may prepay any affected LIBOR Loan in full or convert such LIBOR Loan to a Base Prime Rate Loan regardless of the Interest Period thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or treaty, regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System), governmental rule or order (whether or not having force of law) or the interpretation or administration thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law)impose, modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining Loans hereunder such LIBOR Loan or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, then upon demand by such Bank, Bank the Borrower shall pay to such Bank from time to time on Interest Adjustment Dates each interest payment date with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was were allocable to such LIBOR LoanLoans. A certificate statement as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.14.06, setting forth the calculations therefor, shall be promptly submitted by such Bank to the Borrower not later than one hundred fifty (150) days after the events giving rise to the same occurred and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, the Borrower, upon at least three one (31) Business Days' Cleveland Banking Day’s prior written notice to such Bank through the Agent, may prepay any affected LIBOR Loan all Loans in full or convert such LIBOR Loan to a Base Rate Loan regardless of the Interest Period of any thereof. Any such prepayment or conversion of Loans subject to the LIBOR Rate Option shall be subject to the prepayment fees LIBOR breakage compensation set forth in Section 2.4 5.05 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentagereserve percentage of the Bank in question, the effect of which is reflected in the interest rate(s) of the LIBOR Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Loans or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanLoans, then, upon demand by such Bank, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanLoans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR LoanLoans. A certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting forth the calculations therefor, shall be promptly submitted by such Bank to Borrower and shall, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three (3) Domestic Business Days' prior written notice to such Bank through Agent, may prepay any the affected LIBOR Loan Loans in full or or, with respect to LIBOR Loans that are in Eurodollars, convert such all LIBOR Loan Loans to a Base Prime Rate Loan Loans regardless of the Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that which will likely require the payment by Borrower of any such additional amount under this Section.

RESERVES OR DEPOSIT REQUIREMENTS, ETC. If, If at any time, time any law, treaty or regulation (including, without limitation, Regulation D of the Board of Governors of the Federal Reserve System) or the interpretation thereof by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority shall impose (whether or not having the force of law), modify or deem applicable any reserve and/or special deposit requirement (other than reserves included in the Eurocurrency Reserve Percentage, the effect of which is reflected in the interest rate(s) of 18 the LIBOR Eurodollar Loan(s) in question) against assets held by, or deposits in or for the amount of any LIBOR Loan Loans by, any Bank, and the result of the foregoing is to increase the cost (whether by incurring a cost or adding to a cost) to such Bank of making or maintaining hereunder such LIBOR Loan Eurodollar Loans or to reduce the amount of principal or interest received by such Bank with respect to such LIBOR LoanEurodollar Loans, then, upon demand by within ten (10) days after Borrower's receipt of a certificate as to such Bankincreased cost, Borrower shall pay to such Bank from time to time on Interest Adjustment Dates with respect to such LIBOR LoanEurodollar Loans, as additional consideration hereunder, additional amounts sufficient to fully compensate and indemnify such Bank for such increased cost or reduced amount, assuming (which assumption such Bank need not corroborate) such additional cost or reduced amount was allocable to such LIBOR Loancost. A The certificate as to the increased cost or reduced amount as a result of any event mentioned in this Section 3.1, setting shall set forth the calculations thereforthereof in reasonable detail, shall be promptly submitted by such Bank to Borrower and shall, if submitted in good faith, in the absence of manifest error, be conclusive and binding as to the amount thereof. Notwithstanding any other provision of this Agreement, after any such demand for compensation by any Bank, Borrower, upon at least three ten (310) Business Days' prior written notice to such Bank through Agent, may prepay any the affected LIBOR Loan Eurodollar Loans in full or convert such LIBOR Loan all Eurodollar Loans to a Base Prime Rate Loan Loans regardless of the Interest Period or Competitive Bid Interest Period of any thereof. Any such prepayment or conversion shall be subject to the prepayment fees set forth in Section 2.4 hereof. Each Bank shall notify Borrower as promptly as practicable (with a copy thereof delivered to Agent) of the existence of any event that will likely require the payment by Borrower of any such additional amount under this SectionSection 3.1.