Common use of Changes in Law Clause in Contracts

Changes in Law. If by reason of (i) any change after the Closing Date in any applicable law, treaty, rule, or regulation or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (ii) there shall be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to Lender of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by Lender, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Lender may specify to be necessary to compensate Lender for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of any Governmental Authority or monetary authority includingreserves, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, deposits or similar requirement is requirements by any central bank or shall be imposed or modified in respect of any Letter of Credit issued hereunder, other Administrative Body charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining the Credit Facility, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, and subject to Section 12.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 12.1(a), the Borrower will have the option to prepay any amount received is reducedof the Credit Facility owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Sections 9.2 and 10.6, and Borrowers shall pay on demand without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers’ Acceptances under the Credit Facility, such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost or reduced receipt, together all outstanding Bankers’ Acceptances in accordance with interest on such amount from the date of such demand until payment arrangements set out in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoSection 10.6.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of SECTION 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay on to such Lender within 15 days after demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrower under this Section 4.1(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of Section 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any Governmental Authority central bank or monetary authority including, Regulation D of Administrative Body charged with the Federal Reserve Board as from time to time in effect (and any successor thereto):administration thereof;‌‌‌ (iii) imposition on any reserve, deposit, Lender to maintain any capital adequacy or similar requirement is or shall be imposed or modified additional capital requirements in respect of any Letter of Credit issued Advances or commitments hereunder, or any other condition with respect to this Agreement; or (iiiii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining an Accommodation, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, subject to Section 11.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, and in all interest and other amounts received, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to convert the Accommodation to another type of Accommodation in accordance with the terms of this Agreement, in respect of which no further Additional Compensation will be payable or prepay any amount received is reducedof the applicable Credit Facility owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Section 9.5 without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers’ Acceptances under the applicable Credit Facility, and Borrowers shall pay on demand such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost all outstanding Bankers’ Acceptances in accordance with the arrangements similar to those set out in Section 9.5.‌ (c) Notwithstanding anything contained in this Section 11.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or reduced receiptissued in connection therewith and all requests, together with interest rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on such amount from Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30“New Rules”) days after such request), shall, in the absence of manifest or demonstrable erroreach case, be final and conclusive and binding on all deemed a “change in Law” under Section 11.1(a)(i) regardless of the parties heretodate enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which such Lender operates.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and then Borrowers shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrowers under this Section 4.1(a), together Restricted Borrowers may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of Section 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason of (i) In the event that any change after the Closing Date in any applicable law, treaty, rule, requirement of law or regulation or any change in the interpretation or application thereof by any Governmental Authoritythereof, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of hereafter issued from any central bank or other Governmental Authority Authority: (a) hereafter imposes, modifies or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) holds applicable any reserve, special deposit, capital adequacy, compulsory loan or similar requirement is against assets held by, or shall be imposed deposits or modified other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of Lender; or (b) hereafter has the effect of reducing the rate of return on Lender’s capital as a consequence of Lender’s obligations under this Agreement to a level below that which Lender could have achieved but for such adoption, change or compliance (taking into consideration Lender’s policies with respect of any Letter of Credit issued hereunder, or to capital adequacy); or (iic) there shall be imposed hereafter imposes on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to Lender of issuing, making, guaranteeing, renewing or maintaining any Letter loans or extensions of Credit credit or to reduce the any amount receivable in respect thereof by Lenderunder this Agreement, any of the other Loan Documents, the Environmental Indemnity Agreement, any Interest Rate Cap Agreement and any Collateral Assignment of Interest Rate Cap Agreement; then, and in any such casecase described above in this Section 2.9, Lender mayBorrower shall promptly pay to Lender, at upon demand, any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Lender may specify to be necessary to compensate Lender for such additional cost or reduced receiptamount receivable (collectively, together “Regulatory Costs”) provided that such obligation to pay Regulatory Costs shall be applied to Borrower on a nondiscriminatory basis along with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable other borrowers similarly situated to Base Rate Loans hereunderBorrower. The determination by If Lender of becomes entitled to claim any amount due additional amounts pursuant to this SectionSection 2.9, as set forth in a certificate setting forth the calculation thereof Lender shall provide Borrower with not less than ten (10) days’ notice specifying in reasonable detail (the event by reason of which Lender has become so entitled and the additional amount required to fully compensate Lender for such additional cost or reduced amount. A certificate shall, if requested as to any additional costs or amounts payable pursuant to the foregoing sentence submitted by Administrative Borrower, Lender to Borrower shall be delivered within thirty (30) days after such request), shall, conclusive in the absence of manifest or demonstrable error, be final and conclusive and binding on all . This provision shall survive payment of the parties heretoNote and the satisfaction of all other obligations of Borrower under this Agreement, the other Loan Documents, the Environmental Indemnity Agreement, any Interest Rate Cap Agreement and any Collateral Assignment of Interest Rate Cap Agreement.

Changes in Law. If by reason of (a) If, after the Amendment and Restatement Date, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any Governmental Authority central bank or monetary authority including, Regulation D of Administrative Body charged with the Federal Reserve Board as from time to time in effect (and any successor thereto):administration thereof; (iii) imposition on any reserve, deposit, Lender to maintain any capital adequacy or similar requirement is or shall be imposed or modified additional capital requirements in respect of any Letter of Credit issued Advances or commitments hereunder, or any other condition with respect to this Agreement; or (iiiii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining an Accommodation, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, subject to Section 10.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, and in all interest and other amounts received, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 10.1, the amount received is reducedBorrower will have the option to convert the Accommodation to another type of Accommodation in accordance with the terms of this Agreement, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Lender may specify to in respect of which no further Additional Compensation will be necessary to compensate Lender for such additional cost payable or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of prepay any amount due pursuant of the applicable Credit Facility owed to the Lender entitled to receive the Additional Compensation without obligation to make a corresponding prepayment to any other Lender. (c) Notwithstanding anything contained in this SectionSection 10.1, as set forth the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in a certificate setting forth connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the calculation thereof in reasonable detail Bank for International Settlements, the Basel Committee on Banking Supervision (which certificate shallor any successor or similar authority or any United States, if requested by Administrative BorrowerCanadian or foreign regulatory authority) (collectively, shall be delivered within thirty (30the “New Rules”) days after such request), shall, in the absence of manifest or demonstrable erroreach case, be final and conclusive and binding on all deemed a “change in Law” under Section 10.1(a)(i) regardless of the parties heretodate enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the Amendment and Restatement Date, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which such Lender operates.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of any Governmental Authority or monetary authority includingreserves, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, deposits or similar requirement is requirements by any central bank or shall be imposed or modified in respect of any Letter of Credit issued hereunder, Administrative Body charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining the Credit Facility, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, and subject to Section 10.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 10.1(a), the Borrower will have the option to prepay any amount received is reducedof the Credit Facility owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Section 8.2, and Borrowers shall pay on demand without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost or reduced receipt, together all outstanding Bankers' Acceptances in accordance with interest on such amount from the date of such demand until payment arrangements set out in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoSection 17.4.

Changes in Law. If by reason of In the event that, subsequent to the date which is the 90th day prior to the Closing Date, (i1) any change after the Closing Date changes in any applicable existing law, treatyregulation, rule, treaty or regulation directive or any change in the administration, interpretation or application thereof by thereof, (2) any Governmental Authoritynew law, regulation, treaty or directive enacted or any administration, interpretation or application thereof, or (ii3) compliance by the Underlying Issuer Agent or any Lender with any direction, request, guideline or requirement directive (irrespective of whether or not having the force of law) of from any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) any reserve, deposit, or similar requirement is does or shall be imposed subject Agent or modified in respect any Lender to any tax of any Letter kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder, or change the basis of taxation of payments to Agent or any Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment Fees or other Fees payable hereunder or changes in the rate of tax on the overall net income of Agent or such Lender); or (ii) there does or shall be imposed impose on the Underlying Issuer Agent or any Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant heretoincreased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to Agent or any such Lender of issuing, making, guaranteeing, issuing or maintaining any Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce the any amount receivable in respect thereof by Lenderhereunder or under any other Loan Document, then, and in any such case, Lender mayBorrower shall promptly pay to Agent or such Lender, at upon its demand, any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Lender may specify to be necessary to compensate Lender Agent or such Lender, on an after-tax basis, for such additional cost or reduced receiptamount receivable, together as determined by Agent or such Lender with interest on respect to this Agreement or the other Loan Documents. If Agent or such amount from the date of such demand until payment in full thereof at the rate then applicable Lender becomes entitled to Base Rate Loans hereunder. The determination by Lender of claim any amount due additional amounts pursuant to this SectionSection 1.9(b), it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled within 90 days of such event. A certificate as set forth in to any additional amounts payable pursuant to the foregoing sentence submitted by Agent or such Lender to Borrower (with a certificate setting forth the calculation thereof in reasonable detail (which certificate copy to Agent, if applicable) shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of absent manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) Shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) Shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed Shall impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender may specify for the portion of such increased cost or reduction that relate to such Eurodollar Rate Borrowing. If any Lender requests compensation by Borrower under this SECTION 4.1(A), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be necessary to compensate Lender for in effect (in which case the provisions of SECTION 4.4 shall be applicable); provided that such additional cost or reduced receipt, together with interest on such amount from suspension shall not affect the date Right of such demand until payment in full thereof at Lender to receive the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocompensation so requested.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of any Governmental Authority or monetary authority includingreserves, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, deposits or similar requirement is requirements by any central bank or shall be imposed or modified in respect of any Letter of Credit issued hereunder, other Administrative Body charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining the Credit Facility, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, and subject to Section 12.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 12.1(a), the Borrower will have the option to prepay any amount received is reducedof the Credit Facility owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Sections 9.2 and 10.6, and Borrowers shall pay on demand without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost or reduced receipt, together all outstanding Bankers' Acceptances in accordance with interest on such amount from the date of such demand until payment arrangements set out in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoSection 10.6.

Changes in Law. If by reason 9.1 ADDITIONAL PAYMENTS Whenever the Redraw Facility Provider determines that: (a) the effective cost to the Redraw Facility Provider of making, funding or maintaining any Redraw Advance or the Redraw Limit is increased in any way; (ib) any change after amount paid or payable to the Closing Date Redraw Facility Provider or received or receivable by the Redraw Facility Provider, or the effective return to the Redraw Facility Provider, under or in respect of this agreement is reduced in any applicable way; (c) the return of the Redraw Facility Provider on the capital which is or becomes directly or indirectly allocated by the Redraw Facility Provider to any Redraw Advance or the Redraw Limit is reduced in any way; or (d) to the extent any relevant law, treatyofficial directive or request relates to or affects the Redraw Limit, ruleany Redraw Advance or this agreement, the overall return on capital of the Redraw Facility Provider or regulation any of its holding companies is reduced in any way, Redraw Facility Agreement [ALLENS ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LOGO] -------------------------------------------------------------------------------- as a result of any change in, any making of or any change in the interpretation or application thereof by any Governmental AuthorityGovernment Agency of, any law, official directive or request in each case, after the date of this agreement, then: (iie) compliance by (when it has calculated the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D effect of the Federal Reserve Board as above and the amount to be charged to the Trustee under this clause) the Redraw Facility Provider shall promptly notify the Manager and the Trustee; and (f) on the following Payment Date from time to time in effect (and any successor thereto): (i) any reservethe Trustee shall, depositsubject to the Supplementary Terms Notice, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (ii) there shall be imposed on pay for the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result account of the foregoing is to increaseRedraw Facility Provider the amount, directly or indirectlyabsent manifest error, certified by an Authorised Signatory of the cost to Lender of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by Lender, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Lender may specify Redraw Facility Provider to be necessary to compensate Lender the Redraw Facility Provider for such additional the increased cost or reduced receipt, together with interest on such amount the reduction (from the date of such demand until payment the notice). Without limiting the above in full thereof at any way, this clause applies: (g) to any law, official directive or request with respect to Tax (other than any Tax on the rate then applicable to Base Rate Loans hereunder. The determination by Lender net income of any amount due pursuant person) or reserve, redraw, capital adequacy, special deposit or similar requirements; (h) to this Section, as set forth in a certificate setting forth official directives or requests which do not have the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, force of law where it is the practice of responsible bankers or financial institutions in the absence country concerned to comply with them; and (i) where the increased cost or the reduction arises because the Redraw Facility Provider is restricted in its capacity to enter other transactions, is required to make a payment, or forgoes or earns reduced interest or other return on any capital or on any sum calculated by reference in any way to the amount of manifest any Redraw Advance, the Redraw Limit or demonstrable errorto any other amount paid or payable or received or receivable under this agreement or allocates capital to any such sum. 9.2 MINIMISATION (a) (NO DEFENCE) If the Redraw Facility Provider has acted in good faith it will not be a defence that any cost, be final and conclusive and binding on all of the parties heretoreduction or payment referred to in this clause could have been avoided.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of SECTION 4.4 shall be delivered within thirty (30) days after applicable); PROVIDED, THAT such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of any Governmental Authority or monetary authority includingreserves, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, deposits or similar requirement is requirements by any central bank or shall be imposed or modified in respect of any Letter of Credit issued hereunder, other Administrative Body charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining the Credit Facility, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, and subject to Section 12.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 12.1(a), the Borrower will have the option to prepay any amount received is reducedof the Credit Facility owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Sections 9.2 and 10.6, and Borrowers shall pay on demand without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers’ Acceptances under the Credit Facility, such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost all outstanding Bankers’ Acceptances in accordance with the arrangements set out in Section 10.6. (c) Notwithstanding anything contained in this Section 12.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or reduced receiptissued in connection therewith and all requests, together with interest rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on such amount from Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30“New Rules”) days after such request), shall, in the absence of manifest or demonstrable erroreach case, be final and conclusive and binding on all deemed a “change in Law” under Section 12.1(a)(i) regardless of the parties heretodate enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which the Lender operates.

Changes in Law. If by reason of (ia) any change If, after the Closing Date in date hereof, the adoption of any applicable Law (whether or not having the force of law, treaty, rule, or regulation ) or any change therein or in the interpretation or application thereof by any Governmental Authority, court or (ii) by any Administrative Body or any other entity charged with the interpretation or administration thereof or compliance by the Underlying Issuer or a Lender with any direction, request, request or requirement direction (irrespective of whether or not having the force of law) of any Governmental Authority such authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):entity hereafter: (i) subjects such Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to, any Taxes (other than Taxes on such Lender's overall income), or changes the basis of taxation of payments due to such Lender, or increases any existing Taxes (other than Taxes on such Lender's overall income) on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement; (ii) imposes, modifies or deems applicable any reserve, liquidity, special deposit, regulatory or similar requirement is against assets or shall liabilities held by, or deposits in or for the account of, or loans by such Lender, or any acquisition of funds for loans or commitments to fund loans or obligations in respect of undrawn, committed lines of credit; (iii) imposes on such Lender or requires there to be imposed maintained by such Lender any capital adequacy or modified additional capital requirements (including, without limitation, a requirement which affects such Lender's allocation of capital resources to its obligations) in respect of any Letter Borrowing or obligation of Credit issued such Lender hereunder, or any other condition with respect to this Agreement; or (iiiv) there shall be imposed directly or indirectly affects the cost to such Lender of making available, funding or maintaining any Borrowing or otherwise imposes on the Underlying Issuer or such Lender any other condition regarding any Underlying Letter of Credit or requirement affecting this Agreement or any Letter Borrowing or any obligation of Credit issued pursuant heretosuch Lender hereunder; and the result of (i), (ii), (iii) or (iv) above, in the foregoing is sole determination of such Lender acting in good faith, is: (v) to increase, directly or indirectly, increase the cost to such Lender of issuing, making, guaranteeing, performing its obligations hereunder with respect to any Borrowing; (vi) to reduce any amount received or maintaining receivable by such Lender hereunder or its effective return hereunder or on its capital in respect of any Letter of Borrowing or the Credit Facility; or (vii) to cause such Lender to make any payment with respect to or to reduce the forego any return on or calculated by reference to, any amount received or receivable in by such Lender hereunder with respect thereof by Lender, then, and in to any such case, Lender may, at any time within a reasonable period after the additional cost is incurred Borrowing or the Credit Facility; such Lender shall determine that amount received is reduced, notify Administrative Borrower, and Borrowers of money which shall pay on demand such amounts as Lender may specify to be necessary to compensate the Lender for such additional cost increase in cost, payments to be made or reduced receiptreduction in income or return or interest foregone (herein referred to as "Additional Compensation"). Notwithstanding anything herein to the contrary, together with interest (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on such amount from Banking Supervision (or any successor or similar authority) or the United States, Canadian or other regulatory authorities, in each case pursuant to Basel III ((i) and (ii) being, the "New Rules"), shall in each case be deemed to be a "change in law" for the purposes of this Section 11.1, regardless of the date of enacted, adopted or issued, in each case to the extent that such demand until payment New Rules are materially different from those Laws which are in full thereof at force and effect on the rate then applicable Closing Date. Upon a Lender having determined that it is entitled to Base Rate Loans hereunder. The determination by Lender Additional Compensation in accordance with the provisions of any amount due pursuant to this Section, as set forth in the Lender shall promptly so notify the Borrower and the Agent. The relevant Lender shall provide the Borrower and the Agent with a photocopy of the relevant law, rule, guideline, regulation, treaty or official directive (or, if it is impracticable to provide a photocopy, a written summary of the same) and a certificate of a duly authorized officer of such Lender setting forth the Additional Compensation and the basis of calculation thereof in reasonable detail (therefor, which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after conclusive evidence of such request), shall, Additional Compensation in the absence of manifest or demonstrable error, be final and conclusive and binding on all . The Borrower shall pay to such Lender within 10 Banking Days of the parties heretogiving of such notice such Lender's Additional Compensation. Each of the Lenders shall be entitled to be paid such Additional Compensation from time to time to the extent that the provisions of this Section are then applicable notwithstanding that any Lender has previously been paid any Additional Compensation. (b) Each Lender agrees that it will not claim Additional Compensation from the Borrower under Section 11.1(a) if it is not generally claiming similar compensation from its other customers in similar circumstances or in respect of a period greater than 90 days prior to notification of such claim unless, in the latter case, the adopted change or other event or circumstance giving rise to such claim for Additional Compensation is retroactive in effect.

Changes in Law. If by reason 9.1 ADDITIONAL PAYMENTS Whenever the Redraw Facility Provider determines that: (a) the effective cost to the Redraw Facility Provider of making, funding or maintaining any Redraw Advance or the Redraw Limit is increased in any way; (ib) any change after amount paid or payable to the Closing Date Redraw Facility Provider or received or receivable by the Redraw Facility Provider, or the effective return to the Redraw Facility Provider, under or in respect of this agreement is reduced in any applicable way; (c) the return of the Redraw Facility Provider on the capital which is or becomes directly or indirectly allocated by the Redraw Facility Provider to any Redraw Advance or the Redraw Limit is reduced in any way; or -------------------------------------------------------------------------------- Page 8 ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- SERIES 1999-1G WST TRUST REDRAW FACILITY AGREEMENT (d) to the extent any relevant law, treatyofficial directive or request relates to or affects the Redraw Limit, ruleany Redraw Advance or this agreement, the overall return on capital of the Redraw Facility Provider or regulation any of its holding companies is reduced in any way, as a result of any change in, any making of or any change in the interpretation or application thereof by any Governmental AuthorityGovernment Agency of, any law, official directive or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement then: (irrespective of whether having e) (when it has calculated the force of law) of any Governmental Authority or monetary authority including, Regulation D effect of the Federal Reserve Board as above and the amount to be charged to the Trustee under this clause) the Redraw Facility Provider shall promptly notify the Trust Manager and the Trustee; and (f) on the following Payment Date from time to time in effect (and any successor thereto): (i) any reservethe Trustee shall, deposit, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (ii) there shall be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result subject to clause 6 of the foregoing is to increaseSeries Notice, directly or indirectly, pay for the cost to Lender account of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the Redraw Facility Provider the amount receivable in respect thereof certified by Lender, then, and in any such case, Lender may, at any time within a reasonable period after an Authorised Signatory of the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Lender may specify Redraw Facility Provider to be necessary to compensate Lender the Redraw Facility Provider for such additional the increased cost or reduced receipt, together with interest on such amount the reduction (from the date of such demand until payment the notice). Without limiting the above in full thereof at any way, this clause applies: (g) to any law, official directive or request with respect to Taxation (other than any Tax on the rate then applicable to Base Rate Loans hereunder. The determination by Lender net income of any amount due pursuant person) or reserve, liquidity, capital adequacy, special deposit or similar requirements; (h) to this Section, as set forth in a certificate setting forth official directives or requests which do not have the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, force of law where it is the practice of responsible bankers or financial institutions in the absence country concerned to comply with them; and (i) where the increased cost or the reduction arises because the Redraw Facility Provider is restricted in its capacity to enter other transactions, is required to make a payment, or forgoes or earns reduced interest or other return on any capital or on any sum calculated by reference in any way to the amount of manifest any Redraw Advance, the Redraw Limit or demonstrable errorto any other amount paid or payable or received or receivable under this agreement or allocates capital to any such sum. 9.2 MINIMISATION (a) (NO DEFENCE) If the Redraw Facility Provider has acted in good faith it will not be a defence that any cost, be final and conclusive and binding on all of the parties heretoreduction or payment referred to in this clause could have been avoided.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) Shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) Shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed Shall impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Eurodollar Rate Borrowings or Credit or Agreement 50 to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender may specify for the portion of such increased cost or reduction that relate to such Eurodollar Rate Borrowing. If any Lender requests compensation by Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to Administrative Agent), suspend the obligation of such Lender to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be necessary to compensate Lender for in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such additional cost or reduced receipt, together with interest on such amount from suspension shall not affect the date Right of such demand until payment in full thereof at Lender to receive the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocompensation so requested.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of any Governmental Authority or monetary authority includingreserves, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, deposits or similar requirement is requirements by any central bank or shall be imposed or modified in respect of any Letter of Credit issued hereunder, Administrative Body charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining the Credit Facility, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, and subject to Section 11.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to prepay any amount received is reducedof the Credit Facility owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Section 8.2, and Borrowers shall pay on demand without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost or reduced receipt, together all outstanding Bankers' Acceptances in accordance with interest on such amount from the date of such demand until payment arrangements set out in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoSection 18.4.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any Governmental Authority central bank or monetary authority including, Regulation D of Administrative Body charged with the Federal Reserve Board as from time to time in effect (and any successor thereto):administration thereof; (iii) the imposition on any reserve, deposit, Lender or similar requirement is on any Lender to maintain any additional capital adequacy or shall be imposed or modified capital requirements in respect of any Letter of Credit issued Advances or commitments hereunder, or any other condition with respect to this Agreement; or (iiiii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining an Accommodation, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, subject to Section 11.1(b), the Borrower will, within 10 Banking Days after being notified by such Lender of such event, pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes (other than Taxes on income) and in all interest and other amounts received, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to convert the Accommodation to another type of Accommodation, in accordance with the terms of this Agreement, in respect of which no further such Additional Compensation will be payable or prepay any amount received is reducedof the Credit Facilities owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Section 8.2 without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers’ Acceptances under the Credit Facilities, and Borrowers shall pay on demand such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost all outstanding Bankers’ Acceptances in accordance with the arrangements similar to those set out in Section 9.5. (c) Notwithstanding anything contained in this Section 11.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or reduced receiptissued in connection therewith and all requests, together with interest rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on such amount from Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30“New Rules”) days after such request), shall, in the absence of manifest or demonstrable erroreach case, be final and conclusive and binding on all deemed a “change in Law” under Section 11.1(a)(i) regardless of the parties heretodate enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which such Lender operates.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitments of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting this Agreement or its Notes or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, materially increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce the amount any sum received or receivable in by such Lender (or its Applicable Lending Office) under this Agreement or its Notes with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at the rate then applicable Lender to Base loan or continue Eurodollar Rate Loans hereunder. The determination by Lender Borrowings, or to convert Borrowings of any amount due pursuant other Type into Eurodollar Rate Borrowings, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of SECTION 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties hereto.compensation so requested. d-699365.10 37 CoorsTek Credit Agreement -------------------------

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Holder (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of lawLaw) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Holder (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Holder (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Holder by the jurisdiction in which such Holder has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Holder (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Holder hereunder, ; or (iiiii) there shall be imposed impose on such Holder (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to Lender such Holder (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Holder (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and then Borrowers shall pay to such Holder on demand such amount or amounts as Lender may specify will compensate such Holder for such increased cost or reduction. If any Holder requests compensation by Borrowers under this Section 4.1(a), Borrowers may, by notice to such Holder (with a copy to Administrative Agent), suspend the obligation of such Holder to loan or continue Borrowings of the Type with respect to which such compensation is requested, or to convert Borrowings of any other Type into Borrowings of such Type, until the event or condition giving rise to such request ceases to be necessary to compensate Lender for in effect (in which case the provisions of Section 4.4 shall be applicable); provided, that such additional cost or reduced receipt, together with interest on such amount from suspension shall not affect the date Right of such demand until payment in full thereof at Holder to receive the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocompensation so requested.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable lawLaw, treaty, rule, or regulation or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar 30 REVOLVING CREDIT AGREEMENT Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Papers in respect of any Eurodollar Rate Borrowings (other than with respect to Taxes imposed on the overall net income of such Lender by any jurisdiction and other than liabilities, interest, and penalties incurred as a result of the gross negligence or wilful misconduct of such Lender); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Papers or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the actual cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Papers with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction as provided in SECTION 3.15(c) below. If any Lender requests compensation by Borrower under this SECTION 3.15(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of SECTION 3.18 shall be delivered within thirty (30) days after applicable); PROVIDED, THAT such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of any Governmental Authority or monetary authority includingreserves, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, deposits or similar requirement is requirements by any central bank or shall be imposed or modified in respect of any Letter of Credit issued hereunder, Administrative Body charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining a Credit Facility, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, and subject to Section 11.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the Borrower will have the option to prepay any amount received is reducedof the Credit Facilities owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Section 8.2, and Borrowers shall pay on demand without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under a Credit Facility, such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost or reduced receipt, together all outstanding Bankers' Acceptances in accordance with interest on such amount from the date of such demand until payment arrangements set out in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretoSection 18.4.

Changes in Law. If by reason any Change in Law, other than changes in the rate of Tax on the overall net income of a Lender, shall: (ia) impose, modify, increase or render applicable (other than to the extent specifically provided for elsewhere in this Credit Agreement, including, without limitation, to the extent considered in the calculation of the LIBOR Rate) any change after the Closing Date in any applicable lawspecial deposit, treatyreserve, ruleassessment, liquidity, capital adequacy, insurance charge or regulation other similar requirements (whether or any change in the interpretation or application thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or letters of credit issued by, or commitments of an office of any Governmental Authority Lender, or (b) impose on any Lender or monetary authority includingthe Administrative Agent any other conditions, Regulation D requirements, cost or expense with respect to this Credit Agreement, the other Loan Documents, the LIBOR Rate Loans, such Lender’s Commitment to make LIBOR Rate Loans, or any class of loans or commitments of which any of the Federal Reserve Board as from time LIBOR Rate Loans or such Lender’s Commitment to time in effect (make LIBOR Rate Loans forms a part, and the result of any successor thereto):of the foregoing is: (i) to increase the cost to any reserveLender of making, depositfunding, issuing, renewing, extending or similar requirement is maintaining any of the LIBOR Rate Loans or shall be imposed or modified in respect of any Letter of Credit issued hereundersuch Lender’s Commitment to make LIBOR Rate Loans, or (ii) there shall be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, the cost to Lender of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable of principal, interest, or other amount payable to such Lender or the Administrative Agent hereunder on account of such Lender’s Commitment to make LIBOR Rate Loans, or any of the LIBOR Rate Loans, or (iii) to require such Lender or the Administrative Agent to make any payment or to forego any interest or other sum payable hereunder in respect thereof of any LIBOR Rate Loans, the amount of which payment or foregone interest or other sum is calculated by Lenderreference to the gross amount of any sum receivable or deemed received by such Lender or the Administrative Agent from the Borrower hereunder in respect thereof, then, and in any such casesubject to Section 5.6.3, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers Borrower shall pay on demand such amounts as Lender may specify to be necessary to compensate Lender for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Sectionpay, as set forth in a certificate setting forth Section 5.6.4, such additional amounts to compensate such Lender for such increased cost or such reduction; provided that, notwithstanding anything to the calculation thereof contrary in reasonable detail (this Section 5.6.1, this Section 5.6.1 shall not apply to Non-Excluded Taxes, which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretogoverned solely by Section 5.2.2.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting this Agreement or its Notes or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of SECTION 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrower under this Section 4.1(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand Lender to loan or continue Borrowings with respect to which such compensation is requested until payment the event or condition giving rise to such request ceases to be in full thereof at effect; provided, that such suspension shall not affect the rate then applicable Right of such Lender to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth receive the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties heretocompensation so requested.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of any Governmental Authority or monetary authority includingreserves, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto): (i) any reserve, deposit, deposits or similar requirement is requirements by any central bank or shall be imposed or modified in respect of any Letter of Credit issued hereunder, other Administrative Body charged with the administration thereof; or (ii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender of issuing, agreeing to make or making, guaranteeingfunding or maintaining the Credit Facility, or maintaining there will be any Letter of Credit or reduction in the effective return to reduce the amount receivable in respect thereof by Lendersuch Lender thereunder, then, and subject to Section 12.1(b), the Borrower will, within 5 Banking Days after being notified by such Lender of such event, pay to such Lender quarterly in arrears, that amount (the "Additional Compensation") which such Lender, acting reasonably, determines will compensate it, after taking into account all applicable Taxes, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender. (b) If Additional Compensation is payable pursuant to Section 12.1(a), the Borrower will have the option to prepay any amount received is reducedof the Credit Facility owed to the Lender entitled to receive the Additional Compensation, notify Administrative Borrowersubject always to Sections 9.2 and 10.6, and Borrowers shall pay on demand without obligation to make a corresponding prepayment to any other Lender. If the Additional Compensation relates to outstanding Bankers' Acceptances under the Credit Facility, such amounts as Lender may specify require the Borrower to deposit in an interest bearing cash collateral account with such Lender such amount as may be necessary to compensate fully satisfy the contingent obligations of such Lender for such additional cost all outstanding Bankers' Acceptances in accordance with the arrangements set out in Section 10.6. (c) Notwithstanding anything contained in this Section 12.1, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or reduced receiptissued in connection therewith and all requests, together with interest rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on such amount from Banking Supervision (or any successor or similar authority or any United States, Canadian or foreign regulatory authority) (collectively, the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of any amount due pursuant to this Section, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30"New Rules") days after such request), shall, in the absence of manifest or demonstrable erroreach case, be final and conclusive and binding on all deemed a "change in Law" under Section 12.1(a)(i) regardless of the parties heretodate enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks and their affiliates within the jurisdiction in which the Lender operates.

Changes in Law. If by reason 9.1 ADDITIONAL PAYMENTS Whenever the Redraw Facility Provider determines that: (a) the effective cost to the Redraw Facility Provider of making, funding or maintaining any Redraw Advance or the Redraw Limit is increased in any way; (ib) any change after amount paid or payable to the Closing Date Redraw Facility Provider or received or receivable by the Redraw Facility Provider, or the effective return to the Redraw Facility Provider, under or in respect of this agreement is reduced in any applicable way; (c) the return of the Redraw Facility Provider on the capital which is or becomes directly or indirectly allocated by the Redraw Facility Provider to any Redraw Advance or the Redraw Limit is reduced in any way; or (d) to the extent any relevant law, treatyofficial directive or request relates to or affects the Redraw Limit, ruleany Redraw Advance or this agreement, the overall return on capital of the Redraw Facility Provider or regulation any of its holding companies is reduced in any way, as a result of any change in, any making of or any change in the interpretation or application thereof by any Governmental AuthorityGovernment Agency of, any law, official directive or request in each case, after the date of this agreement, then: (iie) compliance by (when it has calculated the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) of any Governmental Authority or monetary authority including, Regulation D effect of the Federal Reserve Board as above and the amount to be charged to the Trustee under this clause) the Redraw Facility Provider shall promptly notify the Manager and the Trustee; and (f) on the following Payment Date from time to time in effect (and any successor thereto): (i) any reservethe Trustee shall, depositsubject to the Supplementary Terms Notice, or similar requirement is or shall be imposed or modified in respect of any Letter of Credit issued hereunder, or (ii) there shall be imposed on pay for the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result account of the foregoing is to increaseRedraw Facility Provider the amount, directly or indirectlyabsent manifest error, certified by an Authorised Signatory of the cost to Lender of issuing, making, guaranteeing, or maintaining any Letter of Credit or to reduce the amount receivable in respect thereof by Lender, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Lender may specify Redraw Facility Provider to be necessary to compensate Lender the Redraw Facility Provider for such additional the increased cost or reduced receipt, together with interest on such amount the reduction (from the date of such demand until payment the notice). REDRAW FACILITY AGREEMENT ▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇ -------------------------------------------------------------------------------- Without limiting the above in full thereof at any way, this clause applies: (g) to any law, official directive or request with respect to Tax (other than any Tax on the rate then applicable to Base Rate Loans hereunder. The determination by Lender net income of any amount due pursuant person) or reserve, redraw, capital adequacy, special deposit or similar requirements; (h) to this Section, as set forth in a certificate setting forth official directives or requests which do not have the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, force of law where it is the practice of responsible bankers or financial institutions in the absence country concerned to comply with them; and (i) where the increased cost or the reduction arises because the Redraw Facility Provider is restricted in its capacity to enter other transactions, is required to make a payment, or forgoes or earns reduced interest or other return on any capital or on any sum calculated by reference in any way to the amount of manifest any Redraw Advance, the Redraw Limit or demonstrable errorto any other amount paid or payable or received or receivable under this agreement or allocates capital to any such sum. 9.2 MINIMISATION (a) (NO DEFENCE) If the Redraw Facility Provider has acted in good faith it will not be a defence that any cost, be final and conclusive and binding on all of the parties heretoreduction or payment referred to in this clause could have been avoided.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and then Borrowers shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by the Borrowers under this Section 4.1(a), together the Borrowers may, by notice to such Lender (with interest on such amount from a copy to the date Administrative Agent), suspend the obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of Section 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason of (a) If, after the date hereof, due to either: (i) any change after the Closing Date in any applicable lawintroduction of, treaty, rule, or regulation or any change in, or in the interpretation or application thereof by of any Governmental AuthorityLaw, or (ii) compliance by the Underlying Issuer or Lender with any direction, request, or requirement (irrespective of whether having the force of law) law or not, resulting in the imposition or increase of reserves, deposits or similar requirements by any Governmental Authority central bank or monetary authority including, Regulation D of Administrative Body charged with the Federal Reserve Board as from time to time in effect (and any successor thereto):administration thereof; (iii) the imposition on any reserve, deposit, Lender or similar its Lender Parent or requirement is on any Lender or shall be imposed its Lender Parent to maintain any additional capital adequacy or modified capital requirements in respect of any Letter of Credit issued Advances, Accommodations or commitments hereunder, or any other condition with respect to this Agreement; or (iiiii) the compliance with any guideline or request from any central bank or other Administrative Body which a Lender or its Lender Parent, acting reasonably, determines that it is required to comply with, there shall will be imposed on the Underlying Issuer or Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant hereto; and the result of the foregoing is to increase, directly or indirectly, increase in the cost to such Lender or its Lender Parent of issuing, agreeing to make or making, guaranteeingfunding or maintaining an Accommodation, or maintaining there will be any Letter of Credit reduction in the effective return to such Lender or to reduce the amount receivable in respect thereof by Lenderits Lender Parent thereunder, then, subject to Section 11.1(b), the Borrower will, within 10 Banking Days after being notified by such Lender of such event, pay to such Lender, quarterly in arrears, that amount (the “Additional Compensation”) which such Lender or its Lender Parent, acting reasonably, determines will compensate it, after taking into account all applicable Taxes (other than Taxes on income) and in all interest and other amounts received, for any such case, Lender may, at any time within a reasonable period after the additional cost is increased costs or reduced returns incurred or suffered by such Lender or its Lender Parent. (b) If Additional Compensation is payable pursuant to Section 11.1(a), the amount received is reducedBorrower will have the option to convert the Accommodation to another type of Accommodation, notify Administrative Borrowerin accordance with the terms of this Agreement, and Borrowers shall pay on demand in respect of which no further such amounts as Lender may specify to Additional Compensation will be necessary to compensate Lender for such additional cost payable or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Base Rate Loans hereunder. The determination by Lender of prepay any amount due of the Credit Facilities owed to the Lender entitled to receive the Additional Compensation, subject always to Sections 8.2 and 9.2 without obligation to make a corresponding prepayment to any other Lender. (c) Notwithstanding anything contained in this Section 11.1, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines and directives thereunder or issued in connection therewith and all requests, rules, regulations, guidelines and directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or any United States, Canadian or foreign regulatory authority, in each case pursuant to this SectionBasel III (collectively, as set forth in a certificate setting forth the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, shall be delivered within thirty (30“New Rules”) days after such request), shall, in the absence of manifest or demonstrable erroreach case, be final and conclusive and binding on all deemed a “change in Law” under Section 11.1(a)(i) regardless of the parties heretodate enacted, adopted or issued but only to the extent (i) applicable to a Lender claiming Additional Compensation, (ii) materially different from that in effect on the date hereof, and (iii) such New Rules have general application to substantially all banks or their Affiliates which are subject to the New Rules in question.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitments of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting this Agreement or its Notes or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, materially increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce the amount any sum received or receivable in by such Lender (or its Applicable Lending Office) under this Agreement or its Notes with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrower under this Section 4.1(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at the rate then applicable Lender to Base loan or continue Eurodollar Rate Loans hereunder. The determination by Lender Borrowings, or to convert Borrowings of any amount due pursuant other Type into Eurodollar Rate Borrowings, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of Section 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, then Borrowers (jointly and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers severally) shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrowers under this SECTION 4.1(a), together Borrowers may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of SECTION 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable law, treaty, rule, or regulation Law or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax or other charge with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Documents in respect of any Eurodollar Rate Borrowings (other than Taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Documents or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Documents with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction. If any Lender requests compensation by Borrower under this SECTION 4.1(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of SECTION 4.4 shall be delivered within thirty (30) days after applicable); provided, that such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.

Changes in Law. If by reason of In the event that, subsequent to the date which is the 90th day prior to the Restatement Date, (i1) any change after the Closing Date changes in any applicable existing law, treatyregulation, rule, treaty or regulation directive or any change in the administration, interpretation or application thereof by thereof, (2) any Governmental Authoritynew law, regulation, treaty or directive enacted or any administration, interpretation or application thereof, or (ii3) compliance by the Underlying Issuer either Co-Administrative Agent or any Lender with any direction, request, guideline or requirement directive (irrespective of whether or not having the force of law) of from any Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) any reserve, deposit, or similar requirement is does or shall be imposed subject either Co-Administrative Agent or modified in respect any Lender to any tax of any Letter kind whatsoever with respect to this Agreement, the other Loan Documents or any Loans made or Letters of Credit issued hereunder, or change the basis of taxation of payments to either Co-Administrative Agent or any Lender of principal, fees, interest or any other amount payable hereunder (except for net income taxes, or franchise taxes imposed in lieu of net income taxes, imposed generally by federal, state or local taxing authorities with respect to interest or commitment Fees or other Fees payable hereunder or changes in the rate of tax on the overall net income of such Co-Administrative Agent or such Lender); or (ii) there does or shall be imposed impose on the Underlying Issuer either Co-Administrative Agent or any Lender any other condition regarding any Underlying Letter of Credit or any Letter of Credit issued pursuant heretoincreased cost in connection with the transactions contemplated hereby or participations herein; and the result of any of the foregoing is to increase, directly or indirectly, increase the cost to any such Co-Administrative Agent or any such Lender of issuing, making, guaranteeing, issuing or maintaining any Letter of Credit or making or continuing any Loan hereunder, as the case may be, or to reduce the any amount receivable in respect thereof by Lenderhereunder or under any other Loan Document, then, and in any such case, Lender mayBorrower shall promptly pay to such Co-Administrative Agent or such Lender, at upon its demand, any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers shall pay on demand such amounts as Lender may specify to be necessary to compensate Lender such Co-Administrative Agent or such Lender, on an after-tax basis, for such additional cost or reduced receiptamount receivable, together as determined by such Co-Administrative Agent or such Lender with interest on respect to this Agreement or the other Loan Documents. If such amount from the date of Co-Administrative Agent or such demand until payment in full thereof at the rate then applicable Lender becomes entitled to Base Rate Loans hereunder. The determination by Lender of claim any amount due additional amounts pursuant to this SectionSection 1.9(b), it shall promptly notify Borrower of the event by reason of which such Co-Administrative Agent or such Lender has become so entitled within 90 days of such event. A certificate as set forth in to any additional amounts payable pursuant to the foregoing sentence submitted by such Co-Administrative Agent or such Lender to Borrower (with a certificate setting forth the calculation thereof in reasonable detail (which certificate copy to Agent, if applicable) shall, if requested by Administrative Borrower, shall be delivered within thirty (30) days after such request), shall, in the absence of absent manifest or demonstrable error, be final and final, conclusive and binding on for all of the parties heretopurposes.

Changes in Law. If by reason If, after the date hereof, the adoption of (i) any applicable Law or any change after the Closing Date in any applicable lawLaw, treaty, rule, or regulation or any change in the interpretation or application administration thereof by any Governmental Authority, or (ii) compliance by the Underlying Issuer any Lender (or Lender its Applicable Lending Office) with any direction, request, request or requirement directive (irrespective of whether or not having the force of law) of any such Governmental Authority or monetary authority including, Regulation D of the Federal Reserve Board as from time to time in effect (and any successor thereto):Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any Tax with respect to any Eurodollar Rate Borrowing, its Notes, or its obligation to loan Eurodollar Rate Borrowings, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under the Loan Papers in respect of any Eurodollar Rate Borrowings (other than with respect to Taxes imposed on the overall net income of such Lender by any jurisdiction and other than liabilities, interest, and penalties incurred as a result of the gross negligence or wilful misconduct of such Lender); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement is (other than the Reserve Requirement utilized in the determination of the Adjusted Eurodollar Rate) relating to any extensions of credit or shall be imposed other assets of, or modified in respect any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the commitment of any Letter of Credit issued such Lender hereunder, ; or (iiiii) there shall be imposed impose on such Lender (or its Applicable Lending Office) or the Underlying Issuer or Lender London interbank market any other condition regarding any Underlying Letter of Credit affecting the Loan Papers or any Letter of Credit issued pursuant heretosuch extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase, directly or indirectly, increase the actual cost to such Lender (or its Applicable Lending Office) of issuing, making, guaranteeingconverting into, continuing, or maintaining any Letter of Credit Eurodollar Rate Borrowings or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under the amount receivable in Loan Papers with respect thereof by Lenderto any Eurodollar Rate Borrowing, then, and in any such case, Lender may, at any time within a reasonable period after the additional cost is incurred or the amount received is reduced, notify Administrative Borrower, and Borrowers then Borrower shall pay to such Lender on demand such amount or amounts as Lender may specify to be necessary to will compensate such Lender for such additional increased cost or reduced receiptreduction as provided in SECTION 3.15(c) below. If any Lender requests compensation by Borrower under this SECTION 3.15(a), together Borrower may, by notice to such Lender (with interest on such amount from a copy to Administrative Agent), suspend the date obligation of such demand until payment in full thereof at Lender to loan or continue Borrowings of the rate then applicable Type with respect to Base Rate Loans hereunder. The determination by Lender which such compensation is requested, or to convert Borrowings of any amount due pursuant other Type into Borrowings of such Type, until the event or condition giving rise to this Section, as set forth such request ceases to be in a certificate setting forth effect (in which case the calculation thereof in reasonable detail (which certificate shall, if requested by Administrative Borrower, provisions of SECTION 3.18 shall be delivered within thirty (30) days after applicable); PROVIDED, THAT such request), shall, in suspension shall not affect the absence Right of manifest or demonstrable error, be final and conclusive and binding on all of such Lender to receive the parties heretocompensation so requested.