Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereofof this Agreement, in the case of any Euro-Dollar Committed Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter of Credit or (y) the date of the any related Money Market Bid Rate Quote, in the case of any Money Market Bid Rate Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made issued on or after the such date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Fixed Rate Loan or Money Market Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction; PROVIDED that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a). (b) If any Lender Bank shall have determined that, on or after the date hereofof this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agencyagency given or made after the date of this Agreement, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction; PROVIDED that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Bank first notifies the Borrower of its intention to demand compensation under this Section 8.03(b). (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loanthis Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (the terms “Bank” and “Issuing Bank” shall include, for purposes of this Section 8.03, the holding company of any Issuing Bank) (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made issued on or after the such date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Loans, its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a). (b) If any Lender Bank shall have determined that, on or after the date hereofof this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agencyagency given or made after the date of this Agreement, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such Lender's Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Bank first notifies the Borrower of its intention to demand compensation under this Section 8.03(b). (c) If on or after the date of this Agreement, the Financial Accounting Standards Board adopts any change in Statement of Financial Accounting Standards No. 140 and an Issuing Bank determines in good faith that such change requires it to reserve additional capital against its Letter of Credit Liabilities, such Issuing Bank may require the Borrower to pay, contemporaneously with each payment pursuant to Section 2.07(b), additional interest on the amount of such additional capital at a rate determined by such Issuing Bank up to but not exceeding the applicable Euro-Dollar Margin; provided that no such amounts shall be payable with respect to any period commencing less than 30 days after the date such Issuing Bank first notifies the Borrower of its intention to demand compensation under this Section 8.03(c). Any Issuing Bank requiring the Borrower to make additional payments under this Section 8.03(c) shall provide such information as the Borrower may reasonably request. (d) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) IfBy way of clarification, on or after (x) the date hereofand not of limitation, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market QuoteSection 6.1, in the case of any Money Market Loan, if the adoption of any applicable law, rule or regulation, or any change in any applicable lawtherein, rule or regulationaccounting principle, or any change in the interpretation or administration thereof by any governmental authority, central bank Governmental Authority or comparable agency Accounting Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) Windmill Funding Source, the Agent or any LC Issuing Bank Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) made of any such Governmental Authority or Accounting Authority (a “Regulatory Change”) (a) subjects any Funding Party to any charge or withholding on or after the date of in connection with a Funding Agreement or this Agreement by (collectively, the “Funding Documents”) or any Receivable, (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such authorityFunding Party), central bank (c) imposes, modifies or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)insurance charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit (including Letters of Credit and participations therein) extended by, any Lender of the Funding Parties, (d) has the effect of reducing the rate of return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, change or its Applicable Lending Officecompliance (taking into consideration such Funding Party’s policies concerning capital adequacy) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officee) or any LC Issuing Bank or on the London interbank market imposes any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Creditcondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender to, any Funding Party of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, (or its Applicable Lending Officey) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender (reference to the amount of interests held or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, amounts received by an amount deemed by such Lender or LC Issuing Bank to be materialit hereunder, then, within 15 days after upon demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower Seller shall pay to such Lender or LC Issuing Bank the Agent for the account of the Person such additional amount or amounts as will compensate the Agent or such Purchaser (subject or, in the case of Windmill, will enable Windmill to subsection (ecompensate any Windmill Funding Source) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or If after (x) the date hereof, in the case a Change of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency Authority: (i) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office); or (ii) shall impose on any Bank (or its Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Notes or its obligation to make Euro-Dollar Fixed Rate Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, ; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower Borrowers shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, that after the date hereof, hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agencyAuthority, has or would have the effect of reducing the rate of return on such Bank's capital of such Lender (or its Parent) as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Bank's policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent)Bank, the Borrower Borrowers shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) Bank for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender The provisions of this Section 8.03 shall be entitled applicable with respect to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law Participant, Assignee or other circumstance on which Transferee, and any calculations required by such claim is basedprovisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agencyagency (including any determination by any such authority, central bank or comparable agency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less), has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or If after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit Agent or any obligation to make Euro-Dollar Loans Purchaser shall be charged any fee, expense or issue or participate in any Letter increased cost on account of Credit or (y) the adoption after the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy and any accounting principles) or any change after the date hereof in any applicable Law, rule or regulation, or any change after the date hereof in the interpretation or administration of any applicable law, rule or regulation, regulation by the Financial Accounting Standards Board or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose(a “Regulatory Change”): (a) that subjects the Administrative Agent or any Purchaser to any Taxes -- other than Indemnified Taxes and Excluded Taxes -- on its interest in the Receivable Interests or its Commitment or other obligations, modify or deem its deposits, reserves, other liabilities or capital attributable thereto, (b) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euroinsurance or other insurance-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)related charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof the Administrative Agent or a Purchaser, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) commitments to extend credit by the Administrative Agent or any LC Issuing Bank Purchaser pursuant to this Agreement or on the London interbank market any other Transaction Document, or (c) that imposes any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing which is to increase the cost to such Lender (the Administrative Agent or any Purchaser of performing its Applicable Lending Office) obligations under the Transaction Documents, or such LC Issuing Bank to reduce the rate of making return on the Administrative Agent’s or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter Purchaser’s capital as a consequence of Creditits obligations under the Transaction Documents, or to reduce the amount of any sum received or receivable by such Lender (the Administrative Agent or its Applicable Lending Office) any Purchaser under any Transaction Document or such LC Issuing Bank under this Agreement or under its Note with respect thereto, to require any payment calculated by an reference to the amount deemed by such Lender or LC Issuing Bank to be materialof interests in Receivable Interests, then, within 15 days after upon demand by the Administrative Agent or such Lender or LC Issuing Bank (with a copy Purchaser, Seller shall pay to the Administrative Agent), the Borrower shall pay Agent or such Purchaser such amounts charged to such Lender or LC Issuing Bank such additional amount or Person amounts as will (subject to subsection (e) of this Section) otherwise compensate such Lender or LC Issuing Bank Person for such increased cost or such reduction. ; provided that notwithstanding anything herein to the contrary, (bx) If the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act adopted on July 21, 2010 and all requests, rules, guidelines or directives thereunder and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Lender successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall have determined thatin each case be deemed to be a “Regulatory Change”, after regardless of the date hereofenacted, adopted or issued. For the adoption avoidance of any applicable lawdoubt, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation payments under this Section and setting forth 8.3 in reasonable detail the additional amount or amounts to be paid to it hereunder and the method respect of calculation thereof and increased Taxes shall be conclusive in the absence without duplication of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation Taxes payable pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based8.5.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in hereof (the case of any Euro-Dollar “Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market LoanEffective Date”), the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after at the date Closing Date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Dollar Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting its such Bank’s Euro-Dollar Loans, its NotesNote, or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower applicable Borrower(s) shall pay to such Lender or LC Issuing Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (b) If any Lender Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date Closing Date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such Lender's Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower applicable Borrower(s) shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. If such Bank shall fail to notify the Borrowers of any such event within ninety (90) days following the end of the month during which such event occurred, then the Borrowers’ liability for any amounts described in this Section 9.3 incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified Borrowers of the occurrence of such event. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 9.3(c) and setting forth in reasonable detail a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest demonstrable error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender If at any time, any Bank shall be entitled to claim compensation owed amounts pursuant to this Section 9.3, the Guarantors shall have the right, upon five (5) Business Days’ notice to the Administrative Agent to either: (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for (i) Taxes an amount equal to such Bank’s outstanding Loans, and to become a Bank hereunder, or Other Taxes (as to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such terms are defined in Section 8.04) Bank for such amount, which offer such Bank is hereby required to accept; or (iiy) any increased cost or reduction incurred or accrued more than 90 days before to repay in full all Loans then outstanding of such Lender first notifies the Borrower of the change in law or Bank, together with interest and all other circumstance on amounts due thereon, upon which event, such claim is basedBank’s Commitment shall be deemed to be canceled pursuant to Section 2.9(e).

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank's principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loans any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Euro-Dollar Eurocurrency Loans, its Money Market Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or Eurocurrency Loan, issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 fifteen (15) days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction; provided, however, that such Bank shall promptly notify the Borrower of an event which might cause it to seek compensation, and the Borrower shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to Borrower without interest. (b) If any Lender Each Bank that determines to seek compensation under this Section 9.3 shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such Lender or LC Issuing the Bank to such compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 9.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in hereof (the case of any Euro-Dollar “Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market LoanEffective Date”), the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after at the date Closing Date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Dollar Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting its such Bank’s Euro-Dollar Loans, its NotesNote, or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (b) If any Lender Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date Closing Date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such Lender's Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. If such Bank shall fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest demonstrable error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender If at any time, any Bank shall be entitled to claim compensation owed amounts pursuant to this Section 8.3, the Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for (i) Taxes an amount equal to such Bank’s outstanding Loans, and to become a Bank hereunder, or Other Taxes (as to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such terms are defined in Section 8.04) Bank for such amount, which offer such Bank is hereby required to accept, or (iiy) any increased cost or reduction incurred or accrued more than 90 days before to repay in full all Loans then outstanding of such Lender first notifies the Borrower of the change in law or Bank, together with interest and all other circumstance on amounts due thereon, upon which event, such claim is basedBank’s Commitment shall be deemed to be canceled pursuant to Section 2.11(c).

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency Loans, its Notes or its obligation to make Eurocurrency Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans or any other amounts due under this Agreement in respect of its Eurocurrency Loans or its obligation to make Eurocurrency Loans (except for taxes imposed on or measured by the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loans any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Eurocurrency Loans, its Notes, Notes or its obligation to make Euro-Dollar Eurocurrency Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, ; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditEurocurrency Loan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 fifteen (15) days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, any Bank shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in therein (including, without limitation, the adoption of any such lawrisk- based capital guidelines, rule or regulationany revisions thereof, currently proposed by banking regulators), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital, or on the capital of any corporation controlling such Lender (or its Parent) Bank, as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Bank's policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) Bank for such reduction. (c) Each Lender and LC Issuing Bank will promptly that suspends its obligation to advance or maintain Eurocurrency Loans under Section 10.1 hereof, determines to seek compensation under this Section 10.3, or becomes entitled to receive additional amounts under Section 12.1(c) hereof shall notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such Lender or LC Issuing the Bank to compensation such right pursuant to this Section any of such Sections and will designate a different Applicable Lending Office if such designation will avoid such situation or, in the need forcase of Sections 10.3 and 12.1, or reduce the amount ofof compensation payable thereunder, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 10.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters letters of Credit credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, Notes or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parentparent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parentparent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parentparent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and basis therefor shall be conclusive in the absence of manifest error; provided that no Lender shall be required to disclose information that it considers in its sole discretion to be confidential. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loanthis Agreement, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (the terms “Bank” and “Issuing Bank” shall include, for purposes of this Section 8.03, the holding company of any Issuing Bank) (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made issued on or after the such date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Loans, its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or of issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Lender or LC Issuing Bank its Appropriate Share of such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank first notifies the Borrowers of its intention to demand compensation therefor under this Section 8.03(a). (b) If any Lender Bank shall have determined that, on or after the date hereofof this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agencyagency given or made after the date of this Agreement, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such Lender's Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the each Borrower shall pay to such Lender Bank its Appropriate Share of such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Bank first notifies the Borrowers of its intention to demand compensation under this Section 8.03(b). (c) Each Lender and LC Issuing Bank will promptly notify the Borrower Borrowers and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled The “Appropriate Share” of a Borrower with respect to claim compensation pursuant to this Section for any amount payable hereunder is the sum of (i) Taxes to the extent such amount is properly allocable to Loans and Letters of Credit outstanding hereunder, the portion of such amount properly allocable to the Loans and Letter of Credit outstanding to or Other Taxes (as for the account of such terms are defined in Section 8.04) or Borrower, and (ii) any increased cost or reduction incurred or accrued more than 90 days before to the extent such Lender first notifies amount is not properly allocable to Loans and Letters of Credit outstanding hereunder, the Borrower Appropriate Share shall be the product of the change in law or other circumstance on which Availability Percentage of such claim is basedBorrower and such amount.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on of any such authority, central bank or after the date of this Agreement comparable agency (including any determination by any such authority, central bank or comparable agencyagency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less), has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest clearly demonstrable error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled If any Bank fails to claim give the notice required by subsection 8.03(c) above within 90 days after it obtains actual knowledge of any event entitling such Bank to compensation pursuant to this Section 8.03, such Bank shall, with respect to compensation payable pursuant to this Section 8.03 in respect of any costs resulting from such event, only be entitled to payment under this Section 8.03 for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction costs incurred or accrued more than from and after the date 90 days before prior to the date that such Lender first notifies the Borrower of the change in law or other circumstance on which Bank does give such claim is basednotice.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank's principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loans any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Euro-Dollar Eurocurrency Loans, its Money Market Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or Eurocurrency Loan, issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 fifteen (15) days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction; PROVIDED, HOWEVER, that such Bank shall promptly notify the Borrower of an event which might cause it to seek compensation, and the Borrower shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by the Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to the Borrower without interest. (b) If any Lender Each Bank that determines to seek compensation under this Section 9.3 shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such Lender or LC Issuing the Bank to such compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 9.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Revolving Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank Credit Party or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank Credit Party or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of to issue Revolving Letters of Credit, Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank Credit Party of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing any Revolving Letter of Credit or participating in any Letter of Credittherein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank Credit Party to be material, then, within 15 days after demand by such Lender or LC Issuing Bank Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank Credit Party such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank Credit Party for such increased cost or reduction. (b) If any Lender Credit Party shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Credit Party (or its Parent) as a consequence of such Lender's Credit Party’s obligations hereunder to a level below that which such Lender Credit Party (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Credit Party to be material, then from time to time, within 15 days after demand by such Lender Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Credit Party such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Credit Party (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank Credit Party will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank Credit Party to compensation pursuant to this Section 8.03(c) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing BankCredit Party, be otherwise disadvantageous to itsuch Credit Party. A certificate of any Lender or LC Issuing Bank Credit Party claiming compensation under this Section 8.03(c) and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank Party may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date Closing Date of this Agreement by any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Dollar Currency Loan any such requirement included reflected in an applicable Euro-Dollar Currency Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the date hereof affecting its such Bank’s Euro-Dollar Loans, its Notes, Currency Loans or its obligation to make Euro-Dollar Currency Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditCurrency Loan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect theretoto such Euro-Currency Loans, by an amount deemed reasonable determined by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (b) If any Lender Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date Closing Date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such Lender's Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. Notwithstanding the foregoing, if such Bank shall fail to notify the Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then the Borrower’s liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified the Borrower of the occurrence of such event. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest demonstrable error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim If at any time, any Bank has demanded compensation pursuant to this Section 8.3, the Borrower shall have the right, upon five (5) Business Day’s notice to the Administrative Agent to either (x) cause a Qualified Institution, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for (i) Taxes an amount equal to such Bank’s outstanding Loans plus accrued interest, fees and other amounts due to such Bank, and to become a Bank hereunder, or Other Taxes (as to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such terms are defined in Section 8.04) Bank for such amount, which offer such Bank is hereby required to accept, or (iiy) any increased cost or reduction incurred or accrued more than 90 days before to repay in full all Loans then outstanding of such Lender first notifies the Borrower of the change in law or Bank, together with interest and all other circumstance on amounts due thereon, upon which event, such claim is basedBank’s Commitment shall be deemed to be canceled pursuant to Section 2.11(d).

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank the L/C Issuer with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Lender (or its Lending Office) or the L/C Issuer to any tax, duty or other charge with respect to its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) or the L/C Issuer of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurodollar Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office or the L/C Issuer imposed by the jurisdiction in which such Lender’s or the L/C Issuer’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank the L/C Issuer or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank the L/C Issuer or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Euro-Dollar Eurodollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank the L/C Issuer of making or maintaining any Euro-Dollar Loan or Money Market Loan or Eurodollar Loan, issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank the L/C Issuer under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Lender or LC Issuing Bank L/C Issuer to be material, then, within 15 days after demand by such Lender or LC Issuing Bank L/C Issuer (with a copy to the Administrative Agent), the Borrower Borrowers shall be obligated to pay to such Lender or LC Issuing Bank L/C Issuer such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank L/C Issuer for such increased cost or reduction. Any demand on the Borrowers by a Lender under this Section shall be accompanied by a certificate setting forth the amount of such increased cost or reduced sum in reasonable detail (including an explanation of the basis for and computation of such increased cost or reduced return). (b) If any Lender shall have determined thatIf, after the date hereof, any Lender, the L/ C Issuer, or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or the L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or L/C Issuer ’s or such corporation’s capital of such Lender (or its Parent) as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) L/C Issuer or such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or L/C Issuer ’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender or L/C Issuer to be material, then from time to time, within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or L/C Issuer, as applicable, such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) L/C Issuer for such reduction. Any demand on the Borrowers by a Lender under this Section shall be accompanied by a certificate setting forth the amount of such reduced return in reasonable detail (including an explanation of the basis for and the computation of such reduced return). (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any a Lender or LC Issuing Bank L/C Issuer claiming compensation under this Section 10.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of conclusive, absent manifest error, if reasonably determined. In determining such amount, such Lender or LC Issuing Bank L/C Issuer may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or If after (x) the date hereof, in the case a Change of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency Authority: (i) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office); or (ii) shall impose on any Bank (or its Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, Reimbursement Notes or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, ; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note Reimbursement Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, that after the date hereof, hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agencyAuthority, has or would have the effect of reducing the rate of return on such Bank's capital of such Lender (or its Parent) as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Bank's policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent)Bank, the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) Bank for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender The provisions of this Section 9.03 shall be entitled applicable with respect to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law Participant, Assignee or other circumstance on which Transferee, and any calculations required by such claim is basedprovisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurodollar Loans, its Notes or its participation in any thereof or its obligation to make Eurodollar Loans or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurodollar Loans or participations therein or any other amounts due under this Agreement in respect of its Eurodollar Loans or participations therein or its obligation to make Eurodollar Loans or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurodollar Loans any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Loans, its Notes, Notes or its participation in any thereof or its obligation to make Euro-Dollar Loans, its Money Market Eurodollar Loans or its obligations hereunder in respect of Letters of Credit, to participate therein; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Eurodollar Loan or Money Market Loan or issuing or participating in any Letter of Credittherein, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 fifteen (15) days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to Borrower without interest. (b) If any Lender shall have determined thatIf, after the date hereof, any Bank or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any such law, rule or regulationother applicable capital rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the applicable jurisdiction) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank’s capital, or on the capital of any corporation controlling such Lender (or its Parent) Bank, as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Bank’s policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) Bank for such reduction. (c) Each Lender and LC Issuing Bank will promptly that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such Lender or LC Issuing the Bank to such compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 9.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder submitted to Borrower and the method of calculation thereof and Administrative Agent by such Bank in good faith shall be conclusive in prima facie evidence of the absence amount of manifest errorsuch compensation. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its obligation to make Euro-Dollar Fixed Rate Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office or attempt to assign its Loans to a different branch or affiliate of such Bank, as applicable, if such designation or assignment will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender . The Borrower shall not be entitled obligated to claim compensation compensate any Bank pursuant to this Section for increased costs or reduced return accruing prior to the date which is 90 days before such Bank requests compensation (iin the case of a request for compensation pursuant to subsection (a) Taxes or Other Taxes (as such terms are defined in Section 8.04above) or (ii) any increased cost or reduction incurred or accrued prior to the first day of the most recent fiscal year of such Bank ending more than 90 days before such Lender first notifies Bank requests compensation (in the Borrower case of the change in law or other circumstance on which such claim is baseda request for compensation pursuant to subsection (b) above).

Increased Cost and Reduced Return. (a) If, on or If after (x) the date hereof, in the case a Change of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender the Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency Authority: (i) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar and (B) with respect to any Foreign Currency Loan any such requirement included in the applicable Adjusted IBOR Rate) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender the Bank (or its Applicable Lending Office); or (ii) shall impose on the Bank (or its Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its obligation to make Euro-Dollar Fixed Rate Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, ; and the result of any of the foregoing is to increase the cost to such Lender the Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender the Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing the Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent)Bank, the Borrower shall pay to such Lender or LC Issuing the Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing the Bank for such increased cost or reduction. (b) If any Lender the Bank shall have determined that, that after the date hereof, hereof the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agencyAuthority, has or would have the effect of reducing the rate of return on the Bank's capital of such Lender (or its Parent) as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) the Bank could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its the Bank's policies with respect to capital adequacy) by an amount deemed by such Lender the Bank to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent)Bank, the Borrower shall pay to such Lender the Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) the Bank for such reduction. (c) Each Lender and LC Issuing The Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing the Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing the Bank, be otherwise disadvantageous to itthe Bank. A certificate of any Lender or LC Issuing the Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing the Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled Failure or delay on the part of the Bank to claim demand compensation pursuant to this Section shall not constitute waiver of the Bank's right to demand such compensation; provided that the Borrower shall not be required to compensate the Bank pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost costs or reduction reductions incurred or accrued more than 90 that 120 days before such Lender first prior to the date that the Bank notifies the Borrower of the change in law Change of Law giving rise to such increased costs or other circumstance on which reductions and of the Bank's intention to claim compensation therefor; provided, further, that if the Change of Law giving rise to such claim increased costs or reductions is basedretroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) The provisions of this Section 7.03 shall be applicable with respect to any Transferee, and any calculations required by such provisions shall be made based upon the circumstances of such Transferee.

Increased Cost and Reduced Return. (a) If, on or If after (x) the date hereof, in the case a Change of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank Issuer with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency Authority: (i) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or letters of credit issued by an Issuer; or (ii) shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar LoansLoan, its Notes, Notes or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, ; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank Issuer of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank Issuer under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to timethen, within 15 thirty (30) days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender for such increased cost or reduction. (b) If any Lender or Issuer shall have determined in good faith that after the Closing Date the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof, or compliance by any Lender (or its ParentLending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any Authority, has or would have the effect of reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy) by an amount reasonably deemed by such Lender to be material, then from time to time, within thirty (30) days after demand by such Lender, the Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender for such reduction. (c) Each Lender and LC Issuing Bank Issuer will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section SECTION and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing BankIssuer, be otherwise disadvantageous to itsuch Lender and Issuer. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section SECTION and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender The provisions of this SECTION 8.03 shall be entitled applicable with respect to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law Participant, Assignee or other circumstance on which Transferee, and any calculations required by such claim is based.provisions shall be made based upon the circumstances of such Participant, Assignee or other Transferee. -92- 103

Increased Cost and Reduced Return. (a) If, If any Regulatory Change (i) subjects any Purchaser to any charge or withholding on or after with respect to this Agreement or a Purchaser’s obligations under this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser of any amounts payable under this Agreement (xexcept for changes in the rate of tax on the overall net income of a Purchaser or taxes excluded by Section 10.1 and attributed to a Purchaser’s failure to comply with Section 12.7) or (ii) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Purchaser, or credit extended by a Purchaser pursuant to this Agreement or (iii) imposes any other condition the result of which is to increase the cost to a Purchaser of performing its obligations under this Agreement, or to reduce the rate of return on a Purchaser’s capital as a consequence of its obligations under this Agreement, or to reduce the amount of any sum received or receivable by a Purchaser under this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the applicable Purchaser, Seller shall pay to such Purchaser, such amounts charged to such Purchaser or such amounts to otherwise compensate such Purchaser for such increased cost or such reduction. The term “Regulatory Change” shall mean (i) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) adoption after the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption hereof of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulation, regulation regarding capital adequacy) or any change therein after the date hereof, (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have (iii) the effect of reducing the rate of return on capital of such Lender (compliance, whether commenced prior to or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank by any Purchaser with (x) the final rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Modifications to compensation pursuant to this Section Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and will designate a different Applicable Lending Office if such designation will avoid Other Related Issues, adopted by the need forUnited States bank regulatory agencies on December 15, 2009, or reduce any rules or regulations promulgated in connection therewith by any such agency, (y) the amount of▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, such compensation rules, guidelines or directives thereunder, issued in connection therewith or in implementation thereof, and will not(z) all requests, in rules, guidelines and directives (collectively, “Basel Directives”) promulgated by the judgment of such Lender Bank for International Settlements, the Basel Committee on Banking Supervision (or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender successor or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04similar authority) or (ii) by the United States or foreign regulatory authorities to implement any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is basedBasel Directives.

Increased Cost and Reduced Return. NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement 115 (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market LoanEffective Date, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Fronting Bank (any Bank (or its Applicable Lending Office) and any Fronting Bank being referred to in this Section 8.03 as a “Credit Party”) with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Euro‑Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank Credit Party or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank Credit Party or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Letters of Credit, or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of to issue Letters of Credit, Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank Credit Party of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditCredit or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank Credit Party to be material, then, within 15 days after demand by such Lender or LC Issuing Bank Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank Credit Party such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank Credit Party for such increased cost or reduction. (b) If any Lender Credit Party shall have determined that, after the date hereofEffective Date, the adoption of any applicable law, rule or regulation regarding capital adequacyadequacy or liquidity, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Credit Party (or its Parent) as a consequence of such Lender's Credit Party’s obligations hereunder to a level below that which such Lender Credit Party (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Credit Party to be material, then from time to time, within 15 days after demand by such Lender Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Credit Party such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Credit Party (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank Credit Party will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereofEffective Date, which will entitle such Lender or LC Issuing Bank Credit Party to compensation pursuant to this Section 8.03(c) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing BankCredit Party, be otherwise disadvantageous to itsuch Credit Party. A certificate of any Lender or LC Issuing Bank Credit Party claiming compensation under this Section 8.03(c) and setting forth in reasonable detail the additional amount or amounts to be paid to it NYDOCS02/1004399.8 AES Sixth Amended and Restated Credit Agreement 116 hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank Party may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation For purposes of this Section 8.03, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined Basel III, shall in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the each case be deemed to be a change in law or rule or regulation, or any change in the interpretation or administration thereof, regardless of the date enacted, adopted or issued but only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy or liquidity requirements similar to those described in clauses (a) and (b) of this Section 8.03 generally on other circumstance on which such claim is basedsimilarly situated borrowers of loans under comparable United States of America revolving credit facilities.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency; provided, that notwithstanding anything herein to the contrary, (y) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act (the “D▇▇▇-▇▇▇▇▇ Act”) and all requests, rules, guidelines or directives thereunder or issues in connection therewith and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued: (i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Eurocurrency Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office imposed by the jurisdiction in which such Lender’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loans any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Euro-Dollar Eurocurrency Loans, its Money Market Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or Eurocurrency Loan, issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 fifteen (15) days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower Borrowers shall be obligated to pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided if any adoption or change giving rise to a demand hereunder is retroactive, then the foregoing 180-day period shall be extended to include the entire retroactive period contemplated by such adoption or change. (b) If any Lender shall have determined thatIf, after the date hereof, any Lender or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or such corporation’s capital of such Lender (or its Parent) as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 fifteen (15) days after demand by such Lender (with a copy to the Administrative Agent), the Borrower Borrowers shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. Notwithstanding anything herein to the contrary, (y) the D▇▇▇-▇▇▇▇▇ Act and (z) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted or issued, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided if any adoption or change giving rise to a demand hereunder is retroactive, then the foregoing 180-day period shall be extended to include the entire retroactive period contemplated by such adoption or change. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any a Lender or LC Issuing Bank claiming compensation under this Section 10.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its obligation to make Euro-Dollar Fixed Rate Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. It is understood that the Banks are entering into this Agreement on the assumption that they will not be required to maintain capital in respect of their Commitments, and that the Borrower's obligations under this paragraph will apply in the event such assumption proves to be incorrect. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office or attempt to assign its Loans to a different branch or affiliate of such Bank, as applicable, if such designation or assignment will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender . The Borrower shall not be entitled obligated to claim compensation compensate any Bank pursuant to this Section for increased costs or reduced return accruing prior to the date which is 90 days before such Bank requests compensation (iin the case of a request for compensation pursuant to subsection (a) Taxes or Other Taxes (as such terms are defined in Section 8.04above) or (ii) any increased cost or reduction incurred or accrued prior to the first day of the most recent fiscal year of such Bank ending more than 90 days before such Lender first notifies Bank requests compensation (in the Borrower case of the change in law or other circumstance on which such claim is baseda request for compensation pursuant to subsection (b) above).

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Officelending office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Lender (or its applicable lending office) to any tax, duty or other charge with respect to any of its Eurodollar Loans, its Term Notes, or its obligation to make Loans, or shall change the basis of taxation of payments to any Lender (or its applicable lending office) of the principal of or interest on any of its Eurodollar Loans, or any other amounts due under this Agreement in respect of its Eurodollar Loans or its obligation to make Eurodollar Loans (except for changes in the rate of tax on the overall net income of such Lender or its lending office imposed by the jurisdiction in which such Lender’s principal executive office or applicable lending office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Officeapplicable lending office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officelending office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, Term Notes or any of its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, ; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Officelending office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditTerm Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Officeapplicable lending office) or such LC Issuing Bank under this Agreement or under its Note Term Notes with respect thereto, by an amount in each case deemed by such Lender or LC Issuing Bank Lender, in its reasonable judgment, to be material, then, within 15 days after demand by such Lender or LC Issuing Bank fifteen (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e15) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such increased cost or reduction. (c) . Each Lender and LC Issuing Bank will promptly that determines to seek compensation under this Section 2.5 shall notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle the Lender to such Lender or LC Issuing Bank to compensation pursuant to this Section 2.5 and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing BankLender, be otherwise disadvantageous to itsuch Lender. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 2.5 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest errordeemed prima facie correct. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) In the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of event that any applicable law, treaty, rule or regulationregulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) made on or after affect the date basis of taxation of payments to any Bank of any amounts payable by the Borrowers under this Agreement or any other Facility Document (other than taxes imposed on the overall net income of the Bank by the jurisdiction, or by any political subdivision or taxing authority of such authorityjurisdiction, central bank in which the Bank has its principal office), or comparable agency shall (ii) impose, modify or deem applicable any reserve (including, without limitation, Eurodollar Reserve Percentage or any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank, or (or its Applicable Lending Officeiii) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar the Eurodollar Rate Loans, its Notes, its the Notes or any Bank's obligation to make Euro-Dollar Loans, its Money Market Eurodollar Rate Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing any Bank of making making, funding or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditEurodollar Rate Loan, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing the Bank under this Agreement or under its any Note with respect thereto, by an any amount deemed by such Lender or LC Issuing any Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent)Bank, the Borrower Borrowers shall pay to such Lender or LC Issuing the Bank such additional amount or amounts as will (subject sufficient to subsection (e) of this Section) compensate such Lender or LC Issuing the Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after In the date hereof, the adoption of event that any applicable law, treaty, rule or regulation regarding capital adequacy, (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank with any guideline, request or directive regarding capital adequacy of any such authority (whether or not having the force of law) made on ), including any risk-based capital guidelines, affects or after would affect the date amount of this Agreement capital required or expected to be maintained by any Bank (or any corporation controlling such authority, central bank Bank) and the Bank determines that the amount of such capital is increased by or comparable agency, based upon the existence of the Bank's obligations hereunder and such increase has or would have the effect of reducing the rate of return on capital of such Lender the Bank's (or its Parentsuch controlling corporation's) capital as a consequence of such Lender's obligations hereunder to a level below that which such Lender the Bank (or its Parentsuch controlling corporation) could have achieved but for such adoption, change, request or directive circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender the Bank to be material, then from time to timethen, within 15 days after demand by such Lender (with a copy to the Administrative Agent)Bank, the Borrower Borrowers shall pay to such Lender the Bank such additional amount or amounts as will (subject sufficient to subsection (d) of this Section) compensate such Lender (or its Parent) the Bank for such reduction. (c) Each Lender and LC Issuing A Bank will shall promptly notify the Borrower Agent and the Administrative Agent Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing the Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it10.3. A certificate of any Lender or LC Issuing the Bank claiming compensation under this Section 10.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amountand binding for all purposes, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.absent manifest

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereofof this Agreement, in the case of any Euro-Dollar Committed Loan or Letter of Credit Credit, or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter Letters of Credit or (y) the date of the related Money Market Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations participation therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar LoansFixed Rate Loans or the Letters or Credit, its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit, ; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Fixed Rate Loan or Money Market Loan or of issuing or participating in any Letter Letters of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note or Letters of Credit with respect thereto, by an amount deemed by such Lender Bank or LC such Issuing Bank to be material, then, within 15 days after demand by such Lender Bank or LC such Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank or LC such Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender Bank or LC such Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market LoanEffective Date, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Fronting Bank (any Bank (or its Applicable Lending Office) and any Fronting Bank being referred to in this ‎Section 8.03 as a “Credit Party”) with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank Credit Party or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank Credit Party or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Letters of Credit, or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of to issue Letters of Credit, Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank Credit Party of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditCredit or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank Credit Party to be material, then, within 15 days after demand by such Lender or LC Issuing Bank Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank Credit Party such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank Credit Party for such increased cost or reduction. (b) If any Lender Credit Party shall have determined that, after the date hereofEffective Date, the adoption of any applicable law, rule or regulation regarding capital adequacyadequacy or liquidity, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Credit Party (or its Parent) as a consequence of such Lender's Credit Party’s obligations hereunder to a level below that which such Lender Credit Party (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Credit Party to be material, then from time to time, within 15 days after demand by such Lender Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Credit Party such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Credit Party (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank Credit Party will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereofEffective Date, which will entitle such Lender or LC Issuing Bank Credit Party to compensation pursuant to this Section ‎Section 8.03(c) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing BankCredit Party, be otherwise disadvantageous to itsuch Credit Party. A certificate of any Lender or LC Issuing Bank Credit Party claiming compensation under this Section ‎Section 8.03(c) and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank Party may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation For purposes of this ‎Section 8.03, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined Basel III, shall in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the each case be deemed to be a change in law or rule or regulation, or any change in the interpretation or administration thereof, regardless of the date enacted, adopted or issued but only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy or liquidity requirements similar to those described in clauses ‎(a) and ‎(b) of this ‎Section 8.03 generally on other circumstance on which such claim is basedsimilarly situated borrowers of loans under comparable United States of America revolving credit facilities.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) After the date of the related Money Market Quotethis Agreement, in the case of any Money Market Loan, if the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank WFBC with any request or directive (whether or not having the force of law) made of any such governmental authority (a) subjects WFBC to any charge or withholding on or after the date of in connection with this Agreement by or any such authorityRelated Document or any Purchased Account, central bank (b) changes the basis of taxation of payments to WFBC in respect of any amounts payable under this Agreement or comparable agency shall imposeany Related Document (except for changes in the rate of tax on the overall net income before tax of WFBC), modify (c) imposes, modifies or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)insurance charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by WFBC, (including Letters d) has the effect of Credit and participations therein) extended byreducing the rate of return on WFBC’s capital to a level below that which WFBC could have achieved but for such adoption, any Lender change or compliance (or its Applicable Lending Officetaking into consideration WFBC’s policies concerning capital adequacy) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officee) or any LC Issuing Bank or on the London interbank market imposes any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Creditcondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender WFBC of its purchasing, maintaining or funding any interest acquired under this Agreement or any Related Document, (or its Applicable Lending Officey) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (by, or its Applicable Lending Office) or such LC Issuing Bank to reduce the rate of return of WFBC under this Agreement or under its Note with respect thereto, any related transaction document or (z) to require any payment calculated by an amount deemed reference to the amounts received by such Lender or LC Issuing Bank to be materialit hereunder, then, within 15 days after upon demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent)WFBC, the Borrower Customer shall pay to such Lender or LC Issuing Bank WFBC (with respect to amounts owed to it) such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank WFBC for such increased cost or reduction. (b) If . For avoidance of doubt, any Lender interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such constitute an adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods12.08. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacyadequay, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable comparabe agency charged with the interpretation or administration thereofadminitration therof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or If the adoption after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption hereof of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationafter the date hereof therein, or any change after the date hereof in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Letter of Credit Bank or any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency made after the date hereof: (i) shall subject the Letter of Credit Bank or any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Euro-Dollar Loans, its Notes, any Letter of Credit or its obligation to participate in the Letters of Credit, any Application or its obligation to make Euro-Dollar Loans, or shall change the basis of taxation of payments to the Letter of Credit Bank or any Lender (or its Lending Office) of the principal of or interest on its Euro-Dollar Loans or any other amounts due under this Agreement in respect of its Euro-Dollar Loans or its obligation to make Euro-Dollar Loans or issue or participate in the Letters of Credit (except for changes in the rate of tax on the overall net income of the Letter of Credit Bank or such Lender or its Lending Office imposed by the jurisdiction in which such Lender's principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, the Letter of Credit Bank or any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on the Letter of Credit Bank or any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, any Letter of Credit, any Application or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder to participate in respect of the Letters of Credit, ; and the result of any of the foregoing is to increase the cost to the Letter of Credit Bank or such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter Letters of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or Agreement, under its Note Notes with respect theretothereto or with respect to such Letters of Credit, by an amount deemed by the Letter of Credit Bank or such Lender or LC Issuing Bank to be material, then, within 15 fifteen days after demand by such Lender the Letter of Credit Bank or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to the Letter of Credit Bank or such Lender such additional amount or amounts as will (subject to subsection (d) compensate the Letter of this Section) compensate Credit Bank or such Lender (or its Parent) on an after-tax basis for such increased cost or reduction. (cb) Each The Letter of Credit Bank and each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section 5.9 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing BankLender, be otherwise disadvantageous to itsuch Lender. A certificate of the Letter of Credit Bank or any Lender or LC Issuing Bank claiming compensation under this Section 5.9 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, the Letter of Credit Bank and such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (dc) No Lender shall be entitled Without limiting the foregoing, with respect to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined the Existing Obligations, the agreements contained in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower 5.9 of the change Existing Credit Agreement shall continue in law or other circumstance on which such claim is basedfull force and effect as to the matters covered thereby.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Revolving Fronting Bank or any Drax LOC Fronting Bank (any Bank (or its Applicable Lending Office) and any Revolving Fronting Bank and any Drax LOC Fronting Bank being referred to in this Section 8.03 as a "Credit Party") with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank Credit Party or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank Credit Party or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Revolving Letters of Credit, the Drax Letter of Credit or its participation therein or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of to issue Revolving Letters of Credit, the Drax Letter of Credit or to participate therein and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank Credit 109 Party of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing any Revolving Letter of Credit or participating in any Letter of Credittherein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank Credit Party under this Agreement or under its Note or Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank Credit Party to be material, then, within 15 days after demand by such Lender or LC Issuing Bank Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank Credit Party such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank Credit Party for such increased cost or reduction. (b) If any Lender Credit Party shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Credit Party (or its Parent) as a consequence of such LenderCredit Party's obligations hereunder to a level below that which such Lender Credit Party (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Credit Party to be material, then from time to time, within 15 days after demand by such Lender Credit Party (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Credit Party such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Credit Party (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank Credit Party will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank Credit Party to compensation pursuant to this Section 8.03(c) and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing BankCredit Party, be otherwise disadvantageous to itsuch Credit Party. A certificate of any Lender or LC Issuing Bank Credit Party claiming compensation under this Section 8.03(c) and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank Party may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters letters of Credit credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, Notes or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of 72 Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender Bank or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender Bank and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender Bank or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender Bank or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender Bank or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation basis thereof and shall be conclusive in the absence of manifest error; provided that no Bank shall be required to disclose information that it considers in its sole discretion to be confidential. In determining such amount, such Lender Bank or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or If the adoption after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption hereof of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank Governmental Authority or comparable agency Accounting Authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) Windmill Funding Source, the Agent or any LC Issuing Bank Purchaser (collectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) made on or issued after the date hereof of any such Governmental Authority (a “Regulatory Change”) (a) subjects any Funding Party to any additional charge or withholding on or in connection with a Funding Agreement or this Agreement (collectively, the “Funding Documents”) or any Receivable, (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents, other than any Taxes imposed on or measured by any such authoritythe net income of the Funding Party, central bank (c) imposes, modifies or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)insurance charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit (including Letters of Credit and participations therein) extended by, any Lender of the Funding Parties, (d) has the effect of reducing the rate of return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, change or its Applicable Lending Officecompliance (taking into consideration such Funding Party’s policies concerning capital adequacy) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officee) or any LC Issuing Bank or on the London interbank market imposes any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Creditcondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender to, any Funding Party of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, (or its Applicable Lending Officey) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender (reference to the amount of interests held or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, amounts received by an amount deemed by such Lender or LC Issuing Bank to be materialit hereunder, then, within 15 days after upon demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower Seller shall pay to such Lender or LC Issuing Bank the Agent for the account of the Person such additional amount or amounts as will compensate the Agent or such Purchaser (subject or, in the case of Windmill, will enable Windmill to subsection (ecompensate any Windmill Funding Source) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after . Notwithstanding the date hereofforegoing, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder Seller shall only be obligated to a level below Windmill Funding Source under this Section to the extent Windmill is obligated to reimburse the Windmill Funding Source for the applicable amount (it being understood that which such Lender (or its Parent) could have achieved but any limitations on recourse to Windmill for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) do not limit Windmill’s obligations for purposes of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate the terms of a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methodsFunding Agreement. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case reasonable interpretation of any Euro-Dollar Loan or Letter of Credit the Administrative Agent or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market LoanLender, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Lender (or its Lending Office) or L/C Issuer to any tax, duty or other charge with respect to its Eurodollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurodollar Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) or L/C Issuer of the principal of or interest on its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its Eurodollar Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make Eurodollar Loans or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its Lending Office or L/C Issuer imposed by the jurisdiction in which such Lender’s or L/C Issuer’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurodollar Loans, any such requirement included in an applicable Euro-Dollar Eurodollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank L/C Issuer or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank L/C Issuer or on the London interbank market any other condition affecting its Euro-Dollar Eurodollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Euro-Dollar Loans, its Money Market Eurodollar Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or Eurodollar Loan, issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank L/C Issuer under this Agreement or under its Note any other Loan Document with respect thereto, by an amount deemed by such Lender or LC Issuing Bank L/C Issuer to be material, then, within 15 days after demand by such Lender or LC Issuing Bank L/C Issuer (with a copy to the Administrative Agent), the Borrower Borrowers shall be obligated to pay to such Lender or LC Issuing Bank L/C Issuer such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank L/C Issuer for such increased cost or reduction. Upon the receipt by the Borrower Representative of such demand, the Borrowers shall have the option to immediately repay such Eurodollar Loan or convert such Eurodollar Loan to a Base Rate Loan (in each case, subject to Section 1.12 hereof), or terminate such Letter of Credit, in each case in order to minimize or eliminate such increased cost or reduction. (b) If any Lender shall have determined thatIf, after the date hereof, any Lender, L/C Issuer or the Administrative Agent shall have determined that the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) or L/C Issuer or any corporation controlling such Lender or L/C Issuer with any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have had the effect of reducing the rate of return on such Lender’s or L/C Issuer’s or such corporation’s capital of such Lender (or its Parent) as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) L/C Issuer or such corporation could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s or L/C Issuer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender or L/C Issuer to be material, then from time to time, within 15 days after demand by such Lender or L/C Issuer (with a copy to the Administrative Agent), the Borrower Borrowers shall pay to such Lender or L/C Issuer such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) L/C Issuer for such reduction. Upon the receipt by the Borrower Representative of such demand, the Borrowers shall have the option to immediately repay such Eurodollar Loan or convert such Eurodollar Loan to a Base Rate Loan (in each case subject to Section 1.12 hereof), or terminate such Letter of Credit, in each case in order to minimize or eliminate such incurred cost or reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any a Lender or LC Issuing Bank L/C Issuer claiming compensation under this Section 10.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest errorif reasonably determined. In determining such amount, such Lender or LC Issuing Bank L/C Issuer may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) made on or after the date of this Agreement by any such authority, central bank or comparable agency issued after the date hereof: (i) shall subject any Lender (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency Loans, its Notes, its Letters of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue Letters of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, Letters of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letters of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such Lender or its Lending Office imposed by the jurisdiction in which such Lender or its lending office is incorporated, or in which such Lender’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loans any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Eurocurrency Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurocurrency Loans, to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or Eurocurrency Loan, issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Lender is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by the Borrower to such Lender hereunder, such Lender shall refund such amount or amounts to the Borrower without interest. (b) If any Lender or the Administrative Agent shall have determined thatthat the adoption, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any such law, rule or regulationother applicable capital rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof after the date hereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Lending Office) with any request or directive issued after the date hereof regarding capital adequacy (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the applicable jurisdiction) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s capital, or on the capital of any corporation controlling such Lender (or its Parent) Lender, as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request change or directive compliance (taking into consideration its such Lender’s policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly that determines to seek compensation under this Section 11.3 shall notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle the Lender to such Lender or LC Issuing Bank to compensation pursuant to this Section 11.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing BankLender, be otherwise disadvantageous to itsuch Lender. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 11.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in if reasonably determined. The Borrower shall not be obligated to reimburse, compensate or indemnify any Lender with respect to a claim or any portion thereof to the absence extent such claim or portion thereof arose more than 120 days prior to the notice of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation delivered pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based11.3(c).

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligations owed to it or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank's principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan Eurocurrency Loans any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Euro-Dollar Eurocurrency Loans, its Money Market Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or Eurocurrency Loan, issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 fifteen (15) days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall be obligated to pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction; PROVIDED, HOWEVER, that such Bank shall promptly notify the Borrower of an event which might cause it to seek compensation, and the Borrower shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to Borrower without interest. (b) If any Lender Each Bank that determines to seek compensation under this Section 9.3 shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such Lender or LC Issuing the Bank to such compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 9.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or If the adoption after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption hereof of any applicable law, rule of regulation or regulationaccounting principle, or any change in any applicable law, rule or regulationtherein after the date hereof, or any change in the interpretation or administration thereof by any governmental authority, central bank Governmental Authority or comparable agency Accounting Authority charged with the interpretation or administration thereof, or compliance by any Lender Purchaser Funding Source, the Agent or the Purchaser (or its Applicable Lending Officecollectively, the "Funding Parties") or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date hereof of any such Governmental Authority or Accounting Authority (a "Regulatory Change") (a) subjects any Funding Party to any charge or withholding on or in connection with a Funding Agreement or this Agreement (collectively, the "Funding Documents") or any Receivable, (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party or other tax rates contemplated by any such authoritythe Intended Tax Characterization), central bank (c) imposes, modifies or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)insurance charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit (including Letters of Credit and participations therein) extended by, any Lender of the Funding Parties, (d) has the effect of reducing the rate of return on such Funding Party's capital to a level below that which such Funding Party could have achieved but for such adoption, change or its Applicable Lending Officecompliance (taking into consideration such Funding Party's policies concerning capital adequacy) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officee) or any LC Issuing Bank or on the London interbank market imposes any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Creditcondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender to, any Funding Party of its commitment under any Funding Document or of purchasing, maintaining or funding any interest acquired under any Funding Document, (or its Applicable Lending Officey) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by such Lender (reference to the amount of interests held or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, amounts received by an amount deemed by such Lender or LC Issuing Bank to be materialit hereunder, then, within 15 days after upon demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower Seller shall pay to such Lender or LC Issuing Bank the Agent for the account of the Person such additional amount or amounts as will compensate the Agent or the Purchaser (subject or will enable the Purchaser to subsection (ecompensate the Purchaser Funding Source) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) After the date of the related Money Market Quotethis Agreement, in the case of any Money Market Loan, if the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency authority charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank WFBC with any request or directive (whether or not having the force of law) made of any such governmental authority (a) subjects WFBC 34 to any charge or withholding on or after the date of in connection with this Agreement by or any such authorityRelated Document or any Purchased Account, central bank (b) changes the basis of taxation of payments to WFBC in respect of any amounts payable under this Agreement or comparable agency shall imposeany Related Document (except for changes in the rate of tax on the overall net income before tax of WFBC), modify (c) imposes, modifies or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)insurance charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by WFBC, (including Letters d) has the effect of Credit and participations therein) extended byreducing the rate of return on WFBC’s capital to a level below that which WFBC could have achieved but for such adoption, any Lender change or compliance (or its Applicable Lending Officetaking into consideration WFBC’s policies concerning capital adequacy) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officee) or any LC Issuing Bank or on the London interbank market imposes any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Creditcondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to such Lender WFBC of its purchasing, maintaining or funding any interest acquired under this Agreement or any Related Document, (or its Applicable Lending Officey) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (by, or its Applicable Lending Office) or such LC Issuing Bank to reduce the rate of return of WFBC under this Agreement or under its Note with respect thereto, any related transaction document or (z) to require any payment calculated by an amount deemed reference to the amounts received by such Lender or LC Issuing Bank to be materialit hereunder, then, within 15 days after upon demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent)WFBC, the Borrower Customer shall pay to such Lender or LC Issuing Bank WFBC (with respect to amounts owed to it) such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank WFBC for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Competitive Bid Quote, in the case of any Money Market Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction.39 (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on of any such authority, central bank or after the date of this Agreement comparable agency (including any determination by any such authority, central bank or comparable agencyagency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less, which shall be deemed a change in the interpretation and administration of such requirements) has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such Lender's Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) ), by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. . Notwithstanding the foregoing subsections (da) No Lender shall be entitled to claim compensation pursuant to and (b) of this Section 8.03, the Company shall only be obligated to compensate any Bank for any amount arising or accruing during (i) Taxes any time or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued period commencing not more than 90 days before such Lender first notifies prior to the Borrower of the change in law or other circumstance date on which such claim is based.Bank notifies the Administrative Agent and the Company that it proposes to demand 40

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Dollar Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its NotesNote, or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction.days (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the calculation of such amount or amounts, the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction; provided that Borrower shall not be liable to any Bank in respect of any such increased cost or reduction with respect to any period of time more than three (3) months before Borrower receives the notice required by the first sentence of Section 8.3(c) or more than six months before Borrower receives the relevant certificate referred to in the second sentence of Section 8.3(c). (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, any Change in Law: (i) shall subject any Bank or the case Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (ii) shall impose, modify or deem applicable any Euro-Dollar Loan reserve, special deposit, liquidity or Letter of Credit similar requirement (including, without limitation, any compulsory loan requirement, insurance charge or other assessment or any other such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Term SOFR Loans or Daily Term SOFR Loans any such requirement included in an applicable Term SOFR) against assets of, deposits with or for the account of, or credit extended by, any Bank (or its Lending Office) or shall impose on any Bank (or its Lending Office) or on the interbank market any other condition, cost or expense affecting its Term SOFR Loans, its Daily Term SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Euro-Dollar Term SOFR Loans or Daily Term SOFR Loans, to issue or participate in any a Letter of Credit Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Bank (yor its Lending Office) or the Administrative Agent of making or maintaining any Loan, issuing or maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) or the Administrative Agent under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank or the Administrative Agent to be material, then, within fifteen (15) days after demand by such Bank (with a copy to the Administrative Agent) or the Administrative Agent, the Borrower shall be obligated to pay to such Bank or the Administrative Agent such additional amount or amounts as will compensate such Bank or the Administrative Agent for such increased cost or reduction. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank or the Administrative Agent is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by the Borrower to such Bank or the Administrative Agent hereunder, such Bank or the Administrative Agent shall refund such amount or amounts to the Borrower without interest. (b) If, after the date of hereof, any Bank or the related Money Market Quote, Administrative Agent shall have determined that any Change in the case of any Money Market Loan, the adoption of any applicable law, rule Law regarding capital adequacy or regulationliquidity requirements, or any change therein (including, without limitation, any revision in the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; 12 CFR Part 225, Appendix A) or of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), or in any other applicable law, rule capital or regulationliquidity rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) made on or after the date of this Agreement by any such authoritylaw but, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or if not having the force of law, compliance with which is customary in the applicable jurisdiction) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank’s capital, or on the capital of any corporation controlling such Lender (or its Parent) Bank, as a consequence of such Lender's its obligations hereunder to a level below that which such Lender (or its Parent) Bank could have achieved but for such adoption, change, request or directive Change in Law (taking into consideration its such Bank’s policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 fifteen (15) days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) Bank for such reduction. (c) Each Lender and LC Issuing Bank will promptly that determines to seek compensation under this Section 9.3 shall notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle such Lender or LC Issuing the Bank to such compensation pursuant to this Section 9.3 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 9.3 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder submitted to the Borrower and the method of calculation thereof and Administrative Agent by such Bank in good faith shall be conclusive in prima facie evidence of the absence amount of manifest errorsuch compensation. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, hereof in the case of any Euro-Dollar Loan or Letter of Credit or any obligation Committed Loans made pursuant to make Euro-Dollar Loans or issue or participate in any Letter of Credit Section 2.1, or (y) the date of the related Money Market QuoteQuote (in each case, the "Loan Effective Date"), in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after at the date Closing Date of this Agreement by any such authority, central bank 101 or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, System (but excluding with respect to any Euro-Dollar Loan any such requirement included reflected in an applicable Euro-Dollar Reserve Percentage)), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition materially more burdensome in nature, extent or consequence than those in existence as of the Loan Effective Date affecting its such Bank's Euro-Dollar Loans, its NotesNote, or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect theretoto such Euro-Dollar Loans, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Dollar Loans made by such Bank hereunder) as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (b) If any Lender Bank shall have reasonably determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date Closing Date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount reasonably deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. If such Bank shall fail to notify Borrower of any such event within ninety (90) days following the end of the month during which such event occurred, then Borrower's liability for any amounts described in this Section incurred by such Bank as a result of such event shall be limited to those attributable to the period occurring subsequent to the ninetieth (90th) day prior to, but excluding, the date upon which such Bank actually notified Borrower of the occurrence of such event. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail a reasonably detailed calculation of the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest demonstrable error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender If at any time, any Bank shall be entitled to claim compensation owed amounts pursuant to this Section 8.3, the Borrower shall have the right, upon five (5) Business Day's notice to the Administrative Agent to either (x) cause a bank, reasonably acceptable to the Administrative Agent, to offer to purchase the Commitments of such Bank for (i) Taxes an amount equal to such Bank's outstanding Loans, and to become a Bank hereunder, or Other Taxes (as to obtain the agreement of one or more existing Banks to offer to purchase the Commitments of such terms are defined in Section 8.04) Bank for such amount, which offer such Bank is hereby required to accept, or (iiy) any increased cost or reduction incurred or accrued more than 90 days before to repay in full all Loans then outstanding of such Lender first notifies the Borrower of the change in law or Bank, together with interest and all other circumstance on amounts due thereon, upon which event, such claim is basedBank's Commitment shall be deemed to be canceled pursuant to Section 2.11(c).

Increased Cost and Reduced Return. (a) If, on or after due to either (xi) the introduction of or any change (other than any change by way of imposition of or increase in reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of any Requirement of Law or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Loans, then the Borrower shall be liable for, and shall from time to time, upon demand therefor by such Bank (with a copy of such demand to the Agent), pay to the Agent for the account of such Bank, additional amounts as are sufficient to compensate such Bank for such increased costs. (b) The Borrower agrees that if, due to any Requirement of Law, or because of any change in any existing Requirement of Law, or in the interpretation thereof by any official authority, whether or not having the force of law, which comes into effect after the date of this Agreement, (i) the Issuing Bank, the Agent or any other Bank or the Borrower should with respect to any Letters of Credit issued or to be issued pursuant to the terms hereof, be subject to any tax, charge, fee, deduction or withholding of any kind whatsoever, or (ii) reserve requirements, or changes in existing reserve requirements, should be imposed on the Issuing Bank, the Agent or any other Bank with respect to any Letters of Credit issued or to be issued pursuant to the terms hereof, and if any of the above-mentioned measures, or any other similar measure, should result in (A) any increase in the case cost to the Agent or any other Bank of issuing, maintaining, confirming or participating any Euro-Dollar Loan or Letter of Credit pursuant to this Agreement or of any obligation to make Euro-Dollar Loans transaction under or issue or participate in connection with any Letter of Credit or this Agreement, or (yB) the date of the related Money Market Quote, any reduction in the case payment or deposit of any Money Market Loanamount (principal, interest, fee or otherwise) receivable by the Issuing Bank, the adoption Agent or any other Bank in respect of any Letter of Credit or of any transaction under any Letter of Credit, then the Borrower shall pay to the Agent upon (c) If any Bank shall have determined that the introduction of any applicable law, rule Requirement of Law or regulationguideline regarding capital adequacy, or any change in any applicable law, rule or regulation, or therein any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender such Bank (or its Applicable Lending Office) or any LC Issuing corporation controlling such Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authorityrequest, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request guideline or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has affects or would have affect the effect amount of reducing the rate of capital required or expected to be maintained by such Bank or any corporation controlling such Bank, and such Bank (taking, into consideration such Bank's or such corporation s, policies with respect to capital adequacy and such Bank's desired return on capital capital) determines that the amount of such Lender (or its Parent) capital is increased as a consequence of such LenderBank's obligations hereunder to a level below that which obligation under this Agreement, then, upon demand of such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent)Bank, the Borrower shall immediately pay to such Lender Bank, from time to time as specified by such Bank, additional amount or amounts as will (subject sufficient to subsection (d) of this Section) compensate such Lender (or its Parent) Bank for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methodsincrease. (d) No Lender shall be entitled to claim compensation pursuant to The provisions of this Section for (i) Taxes or Other Taxes (as such terms 3.16 are defined subject in their entirety to the provisions of Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower 11.6 of the change in law or other circumstance on which such claim is basedthis Agreement.

Increased Cost and Reduced Return. (a) IfExcept with respect to the taxes which are governed solely by Section 8.05, if on or after (x) the date hereof, in the case of any Euro-Dollar Loan or any obligation to make Loans or in the case of any Letter of Credit or any obligation to make Euro-Dollar Loans issue, participate in, renew or issue or participate in extend any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market LoanCredit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office), shall impose on any Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Term Benchmark Loans, its Notes, Notes or its obligation to make Euro-Dollar Loans, its Money Market Term Benchmark Loans or its obligations hereunder obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of Letters LC Disbursements, or shall subject any Bank (or its Applicable Lending Office) to any taxes not governed by Section 8.05 on its loans, loan principal, letters of Creditcredit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making making, continuing, converting to or maintaining any Euro-Dollar Term Benchmark Loan or Money Market Loan or issuing or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note other Credit Document with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereofEffective Date (subject to clause (d) below), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such applicable law, rule or regulationregulation regarding capital adequacy or liquidity requirements, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such Lender's Bank’s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacyadequacy and liquidity) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. Notwithstanding anything to the contrary in this Section 8.03, the Company shall not be required to compensate a Bank pursuant to Section 8.03(a) or (b) for any amounts incurred more than 270 days prior to the date that such Bank notifies the Company of such Bank’s intention to claim compensation therefor, to the extent such Bank had knowledge of the circumstances giving rise to such claim for compensation and its effects on the rate of return on capital in respect of this facility prior to such 270 day period; provided that, if the change in law giving rise to any such increased cost or reductions is retroactive, then the 270 day period referred to above shall be extended to include the period of retroactive effect thereof. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it8.03. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 8.03 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method and, in reasonable detail, such Bank’s computation of calculation thereof and such amount or amounts, shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender Notwithstanding anything herein to the contrary, for purposes of this Section 8.03, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be entitled deemed to claim have gone into effect after the Effective Date, regardless of the date enacted, adopted or issued; provided that no Bank shall demand compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.Section

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 30 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such Lender's Bank=s obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 30 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will use its best efforts promptly to notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) IfIf on or after the date hereof (or, with respect to any Bank not a party hereto on the date hereof, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loanon which such Bank becomes a party hereto), the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding excluding, with respect to any Euro-Dollar Loan any such requirement included in an applicable the Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters letters of Credit credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, Notes or its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank or LC Issuing Bank in the good faith exercise of its discretion to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender Bank or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof (or, with respect to any Bank not a party hereto on the date hereof, on or after the date on which such Bank becomes a party hereto), the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank in the good faith exercise of its discretion to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender Bank and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender Bank or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office or LC Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender Bank or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender Bank or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and showing in reasonable detail the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender Bank or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan, Swingline Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans, Swingline Loans or issue or participate in any Letter Letters of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing the Swingline Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing the Swingline Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing the Swingline Bank or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its NotesNote, its Swingline Loans, its Swingline Note, its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or Swingline Loans or its obligations hereunder obligation to participate in respect any Letter of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) of making or such LC Issuing maintaining any Fixed Rate Loan, or participating in any Letter of Credit or increase the cost to the Swingline Bank of making or maintaining any Euro-Dollar Swingline Loan or Money Market Loan or issuing or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing the Swingline Bank under this Agreement or under its Note or Swingline Note with respect thereto, by an amount deemed by such Lender Bank or the Swingline Bank to be material, then, within 15 days after receiving a request by such Bank or the Swingline Bank for compensation under this subsection, accompanied by a certificate complying with subsection (e) of this Section (with a copy to the Administrative Agent), the relevant Borrower shall, subject to subsection (f) of this Section, pay to such Bank or the Swingline Bank such additional amount or amounts as will compensate such Bank or the Swingline Bank for such increased cost or reduction. (b) If, on or after the date hereof, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any LC Issuing Bank Agent with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, insurance assessment or similar requirement against any Letter of Credit issued by such LC Agent or shall impose on any LC Agent any other condition affecting its Letters of Credit or its obligation to issue Letters of Credit and the result of any of the foregoing is to increase the cost to such LC Agent of issuing any Letter of Credit or to reduce the amount of any sum received or receivable by such LC Agent under this Agreement with respect thereto, by an amount deemed by such LC Agent to be material, then, within 15 days after demand by such Lender or LC Issuing Bank Agent (with a copy to the Administrative Agent), the relevant Borrower shall pay to such Lender or LC Issuing Bank Agent such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank Agent for such increased cost or reduction. (bc) If any Lender Bank, the Swingline Bank or any LC Agent shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank, the Swingline Bank or such LC Agent, as the case may be (or its Parent) ), as a consequence of such Lender's its obligations hereunder to a level below that which such Lender Bank, the Swingline Bank or such LC Agent, as the case may be (or its Parent) ), could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender it to be material, then from time to time, within 15 days after demand receiving a request by such Lender Bank, the Swingline Bank or such LC Agent, as the case may be, for compensation under this subsection, accompanied by a certificate complying with subsection (e) of this Section (with a copy to the Administrative Agent), the Borrower shall Company shall, subject to subsection (f) of this Section, pay to such Lender Bank, the Swingline Bank or such LC Agent, as the case may be, such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender it (or its Parent) for such reduction. (cd) Each Lender Bank, the Swingline Bank and each LC Issuing Bank Agent will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank it to compensation pursuant to this Section and will designate a different Applicable Lending Office or LC Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bankits judgment, be otherwise disadvantageous to it. A certificate If a Bank, the Swingline Bank or an LC Agent fails to notify the Company of any Lender or LC Issuing Bank claiming such event within 180 days after such event occurs, it shall not be entitled to compensation under this Section and for any effect of such event arising more than 180 days before it does notify the Company thereof. (e) Each request by a Bank, the Swingline Bank or an LC Agent for compensation under this Section shall be accompanied by a certificate, signed by one of its authorized employees, setting forth in reasonable detail (i) the basis for claiming such compensation, (ii) the additional amount or amounts to be paid to it hereunder and (iii) the method of calculation thereof and calculating such amount or amounts, which certificate shall be conclusive in the absence of manifest error. In determining such amount, such Lender Bank, the Swingline Bank or such LC Issuing Bank Agent may use any reasonable averaging and attribution methods. (df) No Lender Notwithstanding any other provision of this Section, none of the Banks, the Swingline Bank and such LC Agent shall be entitled to claim compensation pursuant to this Section for under subsection (i) Taxes or Other Taxes a), (as such terms are defined in Section 8.04b) or (iic) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change this Section if it is not then its general practice to demand compensation in law or similar circumstances under comparable provisions of other circumstance on which such claim is basedcredit agreements.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan or Letter of Credit or any obligation to make Euro-Dollar Committed Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest clearly demonstrable error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Officelending office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Lender (or its applicable lending office) to any tax, duty or other charge with respect to any of its Eurodollar Loans, its Revolving Credit Notes, its Letter(s) of Credit, or its participation in any thereof, or its obligation to make Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its applicable lending office) of the principal of or interest on any of its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurodollar Loans, Letter(s) of Credit, or participations therein or its obligation to make Eurodollar Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its lending office imposed by the jurisdiction in which such Lender’s principal executive office or applicable lending office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Officeapplicable lending office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officelending office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Revolving Loans, its Revolving Credit Notes, its Letter(s) of Credit, or its participation in any thereof, any of its obligation to make Euro-Dollar Revolving Loans, its Money Market Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Officelending office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Revolving Loan or Money Market Loan in the currency requested or issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Officeapplicable lending office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount in each case deemed by such Lender or LC Issuing Bank Lender, in its reasonable judgment, to be material, then, within 15 days after demand by such Lender or LC Issuing Bank fifteen (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e15) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower Company shall be obligated to pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such increased cost or reduction. (c) . Each Lender and LC Issuing Bank will promptly that determines to seek compensation under this Section 2.8 shall notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle the Lender to such Lender or LC Issuing Bank to compensation pursuant to this Section 2.8 and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing BankLender, be otherwise disadvantageous to itsuch Lender. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 2.8 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest errordeemed prima facie correct. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Officelending office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Lender (or its applicable lending office) to any tax, duty or other charge with respect to any of its Eurodollar Loans, its Revolving Credit Notes, its Letter(s) of Credit, or its participation in any thereof, or its obligation to make Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its applicable lending office) of the principal of or interest on any of its Eurodollar Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurodollar Loans, Letter(s) of Credit, or participations therein or its obligation to make Eurodollar Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its lending office imposed by the jurisdiction in which such Lender's principal executive office or applicable lending office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Officeapplicable lending office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officelending office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Revolving Loans, its Revolving Credit Notes, its Letter(s) of Credit, or its participation in any thereof, any of its obligation to make Euro-Dollar Revolving Loans, its Money Market Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Officelending office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Revolving Loan or Money Market Loan in the currency requested or issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Officeapplicable lending office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank Lender, in its reasonable judgment, to be material, then, within 15 days after demand by such Lender or LC Issuing Bank fifteen (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e15) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower Company shall be obligated to pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such increased cost or reduction. (c) . Each Lender and LC Issuing Bank will promptly that determines to seek compensation under this Section 2.8 shall notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle the Lender to such Lender or LC Issuing Bank to compensation pursuant to this Section 2.8 and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing BankLender, be otherwise disadvantageous to itsuch Lender. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section 2.8 and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule rule, or regulation, or any change in any applicable law, rule rule, or regulationregulation (other than any such adoption or change relating to Taxes or Other Taxes, the compensation for which is governed by Section 4.6), or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authorityGovernmental Authority, central bank bank, or comparable agency agency: (i) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)reserve, special deposit, insurance assessment assessment, or similar requirement against (other than the reserve requirement contemplated by Section 4.1(e)) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit its Applicable Lending Office), including the Revolving Credit Commitment of such Lender hereunder; or (including Letters of Credit and participations thereinii) extended by, any shall impose on such Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans this Agreement or its obligations hereunder in respect Note or any of Letters such extensions of Credit, credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making making, Converting into, Continuing, or maintaining any Euro-Dollar Loan or Money Market Loan Fixed Rate Loans or issuing or participating in any Letter Letters of Credit, Credit or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect theretoto any Fixed Rate Loans or Letters of Credit, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), then the Borrower shall pay to such Lender or LC Issuing Bank within 15 days of demand for such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If any Lender shall have determined thatIf, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule rule, or regulation regarding capital adequacy, adequacy or any change in any such law, rule therein or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authorityGovernmental Authority, central bank bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender (or its Parent) any corporation controlling such Lender as a consequence of such Lender's ’s obligations hereunder to a level below that which such Lender (or its Parent) such corporation could have achieved but for such adoption, change, request request, or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material), then from time to time, time within 15 days after demand by to such Lender (with a copy to the Administrative Agent), ) the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will shall promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section 4.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing BankLender, be otherwise disadvantageous to it. A certificate of any Any Lender or LC Issuing Bank claiming compensation under this Section 4.1 shall furnish to the Borrower and the Agent a statement setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and in reasonable detail which shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Failure or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be under any obligation to compensate any Lender under clauses (a) or (b) above with respect to increased costs or reduction in return on capital with respect to any period prior to the date that is three months prior to such request if such Lender knew or could reasonably have been expected to be aware of the circumstances giving rise to such increased costs or reductions in return on capital and of the fact that such circumstances would in fact result in a claim for increased compensation by reason of such increased costs or reductions in capital; provided further that the foregoing limitation shall not apply to any increased costs or reductions in return on capital arising out o f the retroactive application of any law, rule, guideline or directive as aforesaid within such three month period. (e) The Borrower shall pay to each Lender, as long as such Lender shall be entitled required to claim compensation pursuant maintain reserves with respect to this Section for liabilities or assets consisting of or including Eurocurrency funds or deposits (i) Taxes or Other Taxes currently known as “Eurocurrency liabilities”), additional interest on the unpaid principal amount of each Eurodollar Rate Loan and of each Offshore Rate Loan, as applicable, equal to the actual costs of such reserves allocated to such Loan by such Lender (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before determined by such Lender first notifies in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrower shall have received at least 15 days’ prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give notice 15 days prior to the change in law or other circumstance on which relevant Interest Payment Date, such claim is basedadditional interest shall be due and payable 15 days from receipt of such notice.

Increased Cost and Reduced Return. (a) If, on or If after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit Agent or any obligation to make Euro-Dollar Loans Purchaser shall be charged any fee, expense or issue or participate in any Letter increased cost on account of Credit or (y) the adoption after the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption hereof of any applicable law, rule or regulation (including any applicable law, rule or regulation regarding capital adequacy and any accounting principles) or any change after the date hereof in any applicable Law, rule or regulation, or any change after the date hereof in the interpretation or administration of any applicable law, rule or regulation, regulation by the Financial Accounting Standards Board or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose(a “Regulatory Change”): (a) that subjects the Administrative Agent or any Purchaser to any Taxes -- other than Indemnified Taxes and Excluded Taxes -- on its interest in the Receivable Interests or its Commitment or other obligations, modify or deem its deposits, reserves, other liabilities or capital attributable thereto, (b) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euroinsurance or other insurance-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage)related charge, special deposit, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof the Administrative Agent or a Purchaser, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Office) commitments to extend credit by the Administrative Agent or any LC Issuing Bank Purchaser pursuant to this Agreement or on the London interbank market any other Transaction Document, or (c) that imposes any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters of Credit, and the result of any of the foregoing which is to increase the cost to such Lender (the Administrative Agent or any Purchaser of performing its Applicable Lending Office) obligations under the Transaction Documents, or such LC Issuing Bank to reduce the rate of making return on the Administrative Agent’s or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter Purchaser’s capital as a consequence of Creditits obligations under the Transaction Documents, or to reduce the amount of any sum received or receivable by such Lender (the Administrative Agent or its Applicable Lending Office) any Purchaser under any Transaction Document or such LC Issuing Bank under this Agreement or under its Note with respect thereto, to require any payment calculated by an reference to the amount deemed by such Lender or LC Issuing Bank to be materialof interests in Receivable Interests, then, within 15 days after upon demand by the Administrative Agent or such Lender or LC Issuing Bank (with a copy Purchaser, Seller shall pay to the Administrative Agent), the Borrower shall pay Agent or such Purchaser such amounts charged to such Lender or LC Issuing Bank such additional amount or Person amounts as will (subject to subsection (e) of this Section) otherwise compensate such Lender or LC Issuing Bank Person for such increased cost or such reduction. ; provided that notwithstanding anything herein to the contrary, (bx) If the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act adopted on July 21, 2010 and all requests, rules, guidelines or directives thereunder and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any Lender successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall have determined thatin each case be deemed to be a “Regulatory Change”, after regardless of the date hereofenacted, adopted or issued. For the adoption avoidance of any applicable lawdoubt, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to it. A certificate of any Lender or LC Issuing Bank claiming compensation payments under this Section and setting forth 8.3 in reasonable detail the additional amount or amounts to be paid to it hereunder and the method respect of calculation thereof and increased Taxes shall be conclusive in the absence without duplication of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methodsTaxes payable pursuant to Section 8.5. (d) No Lender shall be entitled 1.15 New Sections 8.5 and 8.6 are hereby added to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (the Receivables Purchase Agreement which read, respectively, as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.follows:

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Committed Loan, any obligation to make Committed Loans, any Letter of Credit or any obligation commitment to make Euro-Dollar Loans or issue or participate in any Letter Letters of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Issuing Bank or any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency made or promulgated after the date hereof shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit (including extended by or Letters of Credit and participations therein) extended byissued by or participated in, the Issuing Bank or any Lender Bank (or its Applicable Lending Office) or any LC shall impose on the Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, the Letters of Credit or its Notes, Note or its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or its obligations hereunder to issue or participate in respect of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to the Issuing Bank or such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Letter of Credit or Fixed Rate Loan or Money Market Loan or issuing or participating in any Letter of Creditparticipation therein, or to reduce the amount of any sum received or receivable by the Issuing Bank or such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank or LC the Issuing Bank to be material, then, within 15 days after demand by such Lender Bank or LC the Issuing Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to such Lender Bank or LC the Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender Bank or LC the Issuing Bank for such increased cost or reduction. (b) If any Lender Bank or the Issuing Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation Regulation regarding capital adequacy, or any change in any such law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of the Issuing Bank or such Lender Bank (or its Parentthe Parent of either) as a consequence of the Issuing Bank's or such Lender's Bank=s obligations hereunder to a level below that which the Issuing Bank or such Lender Bank (or its Parentthe Parent of either) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by the Issuing Bank or such Lender Bank to be material, then from time to time, within 15 days after demand by the Issuing Bank or such Lender Bank (with a copy to the Administrative Agent), the Borrower Company shall pay to the Issuing Bank or such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate the Issuing Bank or such Lender Bank (or its Parentthe Parent of either) for such reduction. (c) Each Lender Bank and LC the Issuing Bank will promptly notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Issuing Bank or such Lender or LC Issuing Bank to compensation pursuant to this Section and and, in the case of a Bank, will use reasonable efforts to designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of the Issuing Bank or any Lender or LC Issuing Bank claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, the Issuing Bank or such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the date hereof, in the case of any Euro-Dollar Committed Loan or Letter of Credit (or participation therein) or any obligation to make Euro-Dollar Committed Loans or to issue or participate in any Letter Letters of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentagewith respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.17), special deposit, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank on the United States market for certificates of deposit or on the London interbank market any other condition affecting its Euro-Dollar Fixed Rate Loans, its Notes, Note or its participation in any Letter of Credit or its obligation to make Euro-Dollar Loans, its Money Market Fixed Rate Loans or its obligations hereunder to issue or participate in respect of Letters of Credit, Credit and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Fixed Rate Loan or Money Market Loan or issuing or participating in any Letter of CreditCredit (or participation therein), or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender or LC Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on of any such authority, central bank or after the date of this Agreement comparable agency (including any determination by any such authority, central bank or comparable agencyagency that, for purposes of capital adequacy requirements, the Commitments hereunder do not constitute commitments with an original maturity of one year or less, which shall be deemed a change in the interpretation and administration of such requirements), has or would have the effect of reducing the rate of return on capital of such Lender Bank (or its Parent) as a consequence of such LenderBank's obligations hereunder to a level below that which such Lender Bank (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank to be material, then from time to time, within 15 days after demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank (or its Parent) for such reduction. (c) Each Lender and LC Issuing Bank will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender or LC Issuing Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender or LC Issuing Bank, be otherwise disadvantageous to itsuch Bank. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section and setting shall set forth in reasonable detail the additional amount or amounts to be paid to it hereunder and hereunder, shall set forth the method of calculation thereof determining such additional amount or amounts in reasonable detail and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, If on or after (x) the --------------------------------- date hereofof this Agreement, in the case of any Euro-Dollar Loan or Letter of Credit Facility LC or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loanmaintain Facility LCs, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank Issuer with any request or directive (whether or not having the force of law) made issued on or after the such date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank Issuer or shall impose on any Lender Bank (or its Applicable Lending Office) or any LC Issuing Bank Issuer or on the London interbank market any other condition (other than in respect of Taxes or Other Taxes) affecting its Euro-Dollar Loans, its NotesNote, any Facility LC Application, any Facility LCs, its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder obligation to issue or to participate in respect of Letters of Credit, Facility LCs and the result of any of the foregoing is to increase the cost to such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank Issuer of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or participating in any Letter of CreditFacility LC, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) or such LC Issuing Bank Issuer under this Agreement or under its Note with respect thereto, by an amount deemed by such Lender Bank or such LC Issuing Bank Issuer to be material, then, within 15 days after demand by such Lender Bank or such LC Issuing Bank Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank or such LC Issuing Bank Issuer such additional amount or amounts as will (subject to subsection (e) of this Section) compensate such Lender Bank or such LC Issuing Bank Issuer for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Bank or such LC Issuer first notifies the Borrower of its intention to demand compensation therefor under this Section 8.03(a) unless such increased cost or reduction is imposed on such Bank or such LC Issuer on a retroactive basis. (b) If any Lender Bank or any LC Issuer shall have determined that, on or after the date hereofof this Agreement, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agencyagency given or made after the date of this Agreement, has or would have the effect of reducing the rate of return on capital of such Lender Bank or LC Issuer (or its Parent) as a consequence of such LenderBank's or LC Issuer's obligations hereunder to a level below that which such Lender Bank or LC Issuer (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender Bank or LC Issuer to be material, then from time to time, within 15 days after demand by such Lender Bank or LC Issuer (with a copy to the Administrative Agent), the Borrower shall pay to such Lender Bank or LC Issuer such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender Bank or LC Issuer (or its Parent) for such reduction; provided that no such amount shall be payable with respect to any period commencing less than 30 days after the date such Bank or LC Issuer first notifies the Borrower of its intention to demand compensation under this Section 8.03(b). (c) Each Lender Bank and LC Issuing Bank Issuer will promptly notify the Borrower and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender Bank or LC Issuing Bank Issuer to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender Bank or LC Issuing BankIssuer, be otherwise disadvantageous to itsuch Bank or LC Issuer. A certificate of any Lender Bank or LC Issuing Bank Issuer claiming compensation under this Section and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender Bank or LC Issuing Bank Issuer may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.

Increased Cost and Reduced Return. (a) If, on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or its Applicable Lending Officelending office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency agency: (i) shall subject any Lender (or its applicable lending office) to any tax, duty or other charge with respect to its Loans in an Alternative Currency, its Notes, its Letter(s) of Credit, or its participation in any thereof, or its obligation to make Loans, issue a Letter of Credit, or to participate therein, or shall change the basis of taxation of payments to any Lender (or its applicable lending office) of the principal of or interest on its Loans in an Alternative Currency, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Loans in an Alternative Currency, Letter(s) of Credit, or participations therein or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such Lender or its lending office imposed by the jurisdiction in which such Lender's principal executive office or applicable lending office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Eurocurrency Reserve Percentage), special deposit, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, any Lender (or its Applicable Lending Officeapplicable lending office) or any LC Issuing Bank or shall impose on any Lender (or its Applicable Lending Officelending office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any of its obligation to make Euro-Dollar Loans, its Money Market Loans or its obligations hereunder in respect of Letters to issue a Letter of Credit, or to participate therein; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Officelending office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan in the currency requested or issuing or participating in any maintaining a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Officeapplicable lending office) or such LC Issuing Bank under this Agreement or under its Note Notes with respect thereto, by an amount deemed by such Lender or LC Issuing Bank Lender, in its reasonable judgement, to be material, then, within 15 days after demand by such Lender or LC Issuing Bank fifteen (with a copy to the Administrative Agent), the Borrower shall pay to such Lender or LC Issuing Bank such additional amount or amounts as will (subject to subsection (e15) of this Section) compensate such Lender or LC Issuing Bank for such increased cost or reduction. (b) If any Lender shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital of such Lender (or its Parent) as a consequence of such Lender's obligations hereunder to a level below that which such Lender (or its Parent) could have achieved but for such adoption, change, request or directive (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender to be material, then from time to time, within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower Company shall be obligated to pay to such Lender such additional amount or amounts as will (subject to subsection (d) of this Section) compensate such Lender (or its Parent) for such reduction. (c) increased cost or reduction Each Lender and LC Issuing Bank will promptly that determines to seek compensation under this clause (g) shall notify the Borrower Company and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will circumstances that entitle the Lender to such Lender or LC Issuing Bank to compensation pursuant to this Section clause (g) and will designate a different Applicable Lending Office lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of such Lender or LC Issuing BankLender, be otherwise disadvantageous to itsuch Lender. A certificate of any Lender or LC Issuing Bank claiming compensation under this Section clause (g) and setting forth in reasonable detail the additional amount or amounts to be paid to it hereunder and the method of calculation thereof and shall be conclusive in the absence of manifest error. In determining such amount, such Lender or LC Issuing Bank may use any reasonable averaging and attribution methods. (d) No Lender shall be entitled to claim compensation pursuant to this Section for (i) Taxes or Other Taxes (as such terms are defined in Section 8.04) or (ii) any increased cost or reduction incurred or accrued more than 90 days before such Lender first notifies the Borrower of the change in law or other circumstance on which such claim is based.