Common use of Increased Cost Clause in Contracts

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to any taxClosing Date, duty or other charge with respect to its Eurodollar Rate Advancesthe adoption of, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances change in, any applicable law, rule or its obligation to make Eurodollar Rate Advances (except for changes regulation, or any change in the rate interpretation or administration of tax on any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the overall net income interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or law) of any such authority, central bank or comparable agency: (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Loan, its Note or its obligation to make Eurodollar Rate Advancesthe Loan; and the result of any of the foregoing anything described in clauses (i) above and (ii) is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advancethe Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which such Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall subject the impose on Lender to any tax, duty or other charge with respect to condition affecting its Eurodollar Rate AdvancesLIBOR Loans, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Note or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described above is to increase the cost to the (or to impose a cost on) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail), the Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by Lender or any Person controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Lender’s or such controlling Person’s capital as a consequence of Lender’s obligations hereunder to a level below that which it has knowledgeLender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by Lender or such controlling Person to be material, then from time to time, upon demand by Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), Borrower shall pay to Lender such additional amount as will compensate Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) If (i) Regulation D or (ii) a Regulatory Change: (A) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advancesthe LIBOR Loans, the Note or its obligation to make Eurodollar Rate Advances LIBOR Loans, or shall change the basis of taxation of payment payments to the Lender of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the Lender or shall impose on the shall, with respect to Lender impose, modify or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances Lender’s LIBOR Loans, the Note or its Lender’s obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under its Note with respect thereto, by an amount deemed by Lender to be material, and if Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the LIBOR Rate, thenthen upon notice by Lender to Borrower, within 30 days after demand by which notice shall set forth Lender’s supporting calculations and the Lenderdetails of the Regulatory Change, the Borrower shall pay to the Lender Lender, as additional interest, such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The determination by Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 6.4), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the LIBOR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the LIBOR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such 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, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such 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, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 3.2(c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 3.2(c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodCERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar ability to make loans based on the LIBOR Rate Advances or its obligation to make Eurodollar Rate Advancesloans based on the LIBOR Rate; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to it hereunder such Lender pursuant to this Section 3.2 would be materially reduced and stating if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for the charge and the method of computation, requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive in the absence of absent manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) If (i) Regulation D or (ii) a Regulatory Change: (A) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advancesthe LIBOR Loans, the Note or its obligation to make Eurodollar Rate Advances LIBOR Loans, or shall change the basis of taxation of payment payments to the Lender of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, the Lender or shall impose on the shall, with respect to Lender impose, modify or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances Lender’s LIBOR Loans, the Note or its Lender’s obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under its Note with respect thereto, by an amount deemed by Lender to be material, and if Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to “Reserve Percentage” in the calculation of the LIBOR Rate, thenthen upon notice by Lender to Borrower, within 30 days after demand by which notice shall set forth Lender’s supporting calculations and the Lenderdetails of the Regulatory Change, the Borrower shall pay to the Lender Lender, as additional interest, such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The determination by Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth Section of the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amountamount or amounts, the Lender may use any reasonable averaging and attribution methods. (b) If Lender demands compensation under Section 2.13(a) above, Borrower may at any time, upon at least three (3) LIBOR Banking Day’s prior notice to Lender, convert its then outstanding LIBOR Loans to Base Rate Loans in an equal principal amount. Failure Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the part date of the Lender to demand compensation for such conversion together with any increased costs or reduction in funding losses and other amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Perioddue under Section 2.10 and this Section 2.13.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Note or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office or in the Lender rate of branch taxes or doing business taxes (in either case, imposed by the jurisdiction in which the Lender's principal office is locatedlieu of net income taxes)); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any Bank’s Applicable Lending Office or against Letters of Credit issued by USBNA or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, its Notes or its obligation to make Eurodollar Rate AdvancesAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate AdvanceAdvance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the its Note, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such 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 Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender such Bank may use any reasonable averaging and attribution methods. Failure Subject to the 45-day limitation set forth above in this Section 2.23, failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's such Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) If a Change of Law or compliance by the Lender with any request or directive (whether or not having the force of law) of any Governmental Authority either: (i) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis any Letter of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Credit or its obligation to make Eurodollar Rate Advances obligations hereunder or under any Letter of Credit Documents, or (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit insurance or similar requirement (including, without limitation, any such requirement requirements imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to Board of Governors of the extent included in calculating the applicable Adjusted Eurodollar RateFederal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Lender or its parent; or (iii) shall impose on the Lender or on the interbank Eurodollar market its parent any other similar condition affecting its Eurodollar Rate Advances relating to the Letter of Credit or its obligation to make Eurodollar Rate Advancesobligations hereunder or under any Letter of Credit Documents; and the result of any of the foregoing is to increase the cost to the Lender or its parent of making or maintaining the Letter of Credit or its obligations hereunder or under any Eurodollar Rate AdvanceLetter of Credit Documents, or to reduce the amount of any sum received or receivable by the Lender or its parent under this Agreement Agreement, under the Letter of Credit or hereunder or under the Noteother Loan Documents with respect thereto, thenby an amount deemed by the Lender to be material, within 30 the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its parent for such increased cost or reduction. The . (b) If the Lender will promptly shall have determined that a Change of Law or compliance by the Lender 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 the Lender’s (or its parent’s) capital as a consequence of the issuance or continuance of any Letter of Credit or its ability to make Loans or LOC Loans upon the occurrence of draws under any Letter of Credit (taking into consideration the Lender’s (or its parent’s) policies with respect to capital adequacy), by an amount deemed by the Lender to be material, then from time to time, the Lender shall notify the Borrower of any event of which it has knowledge, occurring after in writing describing such circumstances and the date hereof, which will entitle amount needed to compensate the Lender or its parent. Within ten (10) days after demand by the Lender, Borrower shall pay to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the such additional amount or amounts to be paid to it hereunder and stating in reasonable detail as will compensate the basis Lender (or its parent’s) for the charge and the method of computation, shall be conclusive in the absence of error. such reduction. (c) In determining such amountamounts owing pursuant to Subsections (a) and (b), the Lender may use any reasonable averaging averaging, allocation and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) (Change in law): If by reason of any Regulatory Changechange in law or in its interpretation or administration or because of compliance with any request from or requirement of any fiscal, monetary or other Governmental Agency: (ai) shall subject the Lender to any tax, duty Standby Redraw Facility Provider incurs a cost as a result of its having entered into or other charge with respect to performing its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due obligations under this Agreement in respect or as a result of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances any Advance being outstanding hereunder; (except for changes ii) there is any increase in the rate cost to the Standby Redraw Facility Provider of tax on funding or maintaining any Advance; (iii) the overall net income amount of principal, interest or other amount payable to the Lender imposed by Standby Redraw Facility Provider or the jurisdiction in which effective return to the Lender's principal office Standby Redraw Facility Provider under this Agreement is located)reduced; or (iv) the Standby Redraw Facility Provider becomes liable to make any payment (not being a payment of Tax on its overall net income) on or calculated by reference to the amount of Advances made under this Agreement, then from time to time on notification by the Standby Redraw Facility Provider (copied to the Manager) the Trustee will on the Distribution Date following such notification and on each succeeding Distribution Date until the Standby Redraw Facility Provider is paid in full pay to the Standby Redraw Facility Provider so much of the amounts sufficient to indemnify the Standby Redraw Facility Provider against such cost, increased cost, reduction or liability that is available for this purpose in accordance with the Series Supplement. (b) shall impose(No defence): If the Standby Redraw Facility Provider has acted in good faith it will not be a defence to the Trustee, modify in the event of any failure by the Trustee to comply with its payment obligations under clause 8.2(a), that any such cost, increased cost, reduction or deem applicable any reserveliability could have been avoided. However, special depositthe Standby Redraw Facility Provider will negotiate in good faith with the Trustee and the Manager with a view to finding a means by which such cost, capital requirement increased cost, reduction or similar requirement liability may be minimised. (includingc) (Certificate conclusive): The Standby Redraw Facility Provider's certificate as to the amount of, without limitationand basis for arriving at, any such requirement imposed by the Boardcost, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets ofincreased cost, deposits with reduction or for the account of, or credit extended by, the Lender or shall impose liability is conclusive and binding on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive Trustee in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure manifest error on the part face of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodcertificate.

Increased Cost. If any Regulatory Change: (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, 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 (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject the Lender any Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesLIBOR Loans, its Revolving Credit Notes or its obligation to make Eurodollar Rate Advances LIBOR Loans hereunder, or shall change the basis of taxation of payment payments to the Lender any Bank of the principal of or interest on Eurodollar Rate Advances its LIBOR Loans or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is locatedsuch Bank); or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement reserve imposed by the BoardBoard of Governors of the Federal Reserve System), but excluding with respect to any Eurodollar Rate Advance any such special deposit, capital or similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Lender Interbank Eurodollar market, impose, modify or shall impose on the Lender or on the interbank Eurodollar market deem applicable any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Revolving Credit Notes or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the Lender case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the Noteinclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within 30 fifteen (15) days after demand notice by such Bank to Borrower together with a copy of the Lenderofficial notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), the Borrower shall pay to for the Lender account of such Bank as additional interest, such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify Borrower, the Borrower Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amountamount or amounts, the Lender such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Failure on Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the part aggregate principal amount of the Lender such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodBorrower.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate LIBOR Advances, its Revolving Note or its obligation to make Eurodollar Rate LIBOR Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on Eurodollar Rate its LIBOR Advances or any other amounts due under this Agreement in respect of Eurodollar Rate its LIBOR Advances or its obligation to make Eurodollar Rate LIBOR Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lendersuch Bank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate LIBOR Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar RateLIBOR) against assets of, deposits with or for the account of, or credit extended by, the Lender any Bank's Applicable Lending Office or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Rate Advances LIBOR Advances, its Revolving Note or its obligation to make Eurodollar Rate LIBOR Advances; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate LIBOR Advance, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the its Revolving Note, then, within 30 fifteen days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such 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 Bank, be otherwise disadvantageous to such Bank; provided, however, that the Borrower's liability for additional amounts computed in accordance with this Section shall be neither changed nor waived by the failure to give such notice. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in rebuttable presumptive evidence of the absence of errormatters stated therein. In determining such amount, the Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lendersuch Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to any taxClosing Date, duty or other charge with respect to its Eurodollar Rate Advancesthe adoption of, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances change in, any applicable law, rule or its obligation to make Eurodollar Rate Advances (except for changes regulation, or any change in the rate interpretation or administration of tax on any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the overall net income interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or law) of any such authority, central bank or comparable agency: (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Note or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described in clauses (i) above and (ii) is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the Borrower a copy of which shall be furnished to Agent), Borrowers shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrowers shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such 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, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, 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 deemed to be paid to it hereunder a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and stating in reasonable detail the basis for the charge and the method purposes of computationSection 3.4), shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part regardless of the Lender to demand compensation for any increased costs date enacted, adopted or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodissued.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to Closing Date, the adoption of, or any taxchange in, duty any applicable law, rule or other charge regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances the interpretation or shall change the basis of taxation of payment administration thereof (provided that notwithstanding anything herein to the Lender contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the principal date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances comparable agency: (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation ability to make Eurodollar Rate Advancesloans; and the result of any of the foregoing anything described in clauses (i) and (ii) above is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate Advanceloan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the Borrower a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrowers hereunder (including pursuant to Section 3.1), Borrowers shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such 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, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. The For the avoidance of doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender will promptly notify shall reasonably determine that any change after the Borrower Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five Business Days of demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which such Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall subject the impose on Lender to any tax, duty or other charge with respect to condition affecting its Eurodollar Rate AdvancesLIBOR Loans, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Note or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described above is to increase the cost to the (or to impose a cost on) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail), the Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by Lender or any Person controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Lender’s or such controlling Person’s capital as a consequence of Lender’s obligations hereunder to a level below that which it has knowledgeLender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by Lender or such controlling Person to be material, then from time to time, upon demand by Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), Borrower shall pay to Lender such additional amount as will compensate Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If If, after the date hereof, any Regulatory Change: (a) shall subject the any Lender (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Offshore Rate AdvancesLoans, its Note(s), its obligation to make Eurodollar Offshore Rate Advances Loans, its issuance of Letters of Credit or its obligation to make Letter of Credit Loans, or shall change the basis of taxation of payment to the any Lender (or its applicable lending office) of the principal of or interest on Eurodollar its Offshore Rate Advances Loans, or any other amounts due under this Agreement in respect of Eurodollar its Offshore Rate Advances Loans, its obligation to make Offshore Rate Loans, its obligation to issue Letters of Credit or its obligation to make Eurodollar Rate Advances Letter of Credit Loans (except for changes in the rate of tax on the overall net income of the such Lender or its applicable lending office imposed by the jurisdiction in which the such Lender's ’s principal office or applicable lending office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Offshore Rate Advance Loan any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Eurocurrency Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any Lender’s applicable lending office or shall impose on the any Lender (or its applicable lending office) or on the interbank Eurodollar eurocurrency market any other condition affecting its Eurodollar Offshore Rate Advances or Loans, its Note(s), its obligation to make Eurodollar Offshore Rate AdvancesLoans, its obligation to issue Letters of Credit or its obligations to make Letter of Credit Loans; and the result of any of the foregoing is to increase the cost to the such Lender (or its applicable lending office) of making or maintaining any Eurodollar Offshore Rate AdvanceLoan, issuing or maintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by the such Lender (or its applicable lending office) under this Agreement or under the Noteits Note(s), then, within 30 days after demand by such Lender (with a copy to the LenderAgent), the Borrower Company shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reductionreduction in amounts received or receivable. The Each Lender will promptly notify the Borrower Company and the Agent of any event Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant to this SectionSection 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, be otherwise disadvantageous to such Lender. A certificate of the any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the any Lender may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is attributable to the period ending 91 days prior to the date of the first notice delivered by any Lender under the third preceding sentence with respect to any Regulatory Change (the “Section 2.24 Excluded Period”), except to the extent any amount is attributable to the Section 2.24 Excluded Period as a result of the retroactive application of the applicable Regulatory Change. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period or other applicable period shall not constitute a waiver of the such Lender's ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodPeriod or other applicable period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Notes, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the NoteNotes, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If at any Regulatory Changetime or from time to time any change occurring after the date hereof in any requirement of law, regulation, order, decree, treaty or directive or the interpretation or application thereof by governmental authority or compliance by the Lender with any request or directive (whether or not having the force of law) occurring after the date hereof from any central bank or monetary authority or other Governmental authority: (aA) does or shall subject the Lender to any tax, duty or other charge tax of any kind whatsoever with respect to its Eurodollar Rate Advancesthis Loan Agreement or any LIBOR Loan, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment payments to the Lender of the principal of principal, interest or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances others amount payable hereunder (except for changes in the rate or method of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is locatedany jurisdiction); or (bB) does or shall impose, modify or deem hold applicable any reserve, special deposit, capital requirement compulsory loan or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets ofheld by, or deposits with or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of the Lender which are not otherwise included in the determination of the LIBOR Rate hereunder; or (C) does or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances regarding this Loan Agreement or its obligation to make Eurodollar Rate Advancesthe Loans; and the result of any of the foregoing is to increase the cost to the Lender of making making, renewing, converting or maintaining any Eurodollar Rate Advanceadvances or extensions of credit as LIBOR Loans, or to reduce the any amount receivable in respect of any sum received or receivable by the Lender under this Agreement or under the Notesuch LIBOR Loans, then, within 30 days after demand in any such case, the Lender will promptly notify the Borrower of the change and of the estimated amount of such cost increase or reduction in amount and Borrower shall promptly pay to the Lender upon their demand, such additional amount which will compensate the Lender for such additional cost or reduced amount receivable as the Lender deems to be material as determined by the Lender. If the Borrower becomes so obligated, at Borrower's option and upon two (2) LIBOR Banking Days, prior notice by telephone or telegraph (to be confirmed promptly in writing) given by the Borrower to the Lender, the Borrower may (in lieu of paying such additional amounts as aforesaid): (i) terminate the obligation of the Lender to make or maintain LIBOR Loans and/or (ii) convert all LIBOR Loans then outstanding to any other type of Revolving Loan, as the case may be, by prepayment and reborrowing in the manner specified in this Loan Agreement. If any such conversion of a LIBOR Loan is made on a day which is not the last day of an applicable Interest Period, the Borrower shall pay to the Lender upon request such additional amount or amounts as will may be necessary to compensate the Lender for such increased cost any loss or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle expense sustained or incurred by the Lender in respect of the prepayment of such LIBOR Loan as a result of such conversion. If the Lender becomes entitled to compensation claim any additional amounts pursuant to this Section, it shall promptly notify Borrower thereof. A certificate as to any additional amounts payable pursuant to the foregoing submitted by an officer of the Lender claiming compensation under this Section, setting forth to the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, Borrower shall be conclusive in the absence of manifest error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If any Regulatory ChangeChange in Law shall: (a1) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender (except any such reserve requirement reflected in the Base Rate Tranche or shall LIBOR Fixed Rate Tranche); or (2) impose on any Lender, the Lender Agent or on the London interbank Eurodollar market any other condition affecting its Eurodollar this Agreement or the Advances in the Base Rate Advances Tranche or its obligation to make Eurodollar LIBOR Fixed Rate AdvancesTranche; and the result of any of the foregoing is shall be to increase the cost to the any Lender of making or maintaining any Eurodollar Advances in the Base Rate Tranche or LIBOR Fixed Rate Tranche (or of maintaining its obligation to make any such Base Rate Tranche Advance or LIBOR Fixed Rate Tranche Advance, ) or to increase the cost or to reduce the amount of any sum received or receivable by such Lender (whether of principal, interest or otherwise), then the Companies jointly and severally agree to pay to each affected Lender under such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. (b) If any Lender reasonably determines that any Change in Law (other than with respect to any amendment made to any Lender’s certificate of incorporation or by-laws or other organizational or governing document) regarding capital requirements has or would have the effect of reducing the rate of return on the Lender’s capital or on the capital of the Lender’s holding company, if any, as a consequence of this Agreement or under the Note, then, within 30 days after demand Advances made by the Lender to a level below that which the Lender or the Lender’s holding company could have achieved but for such Change in Law (taking into consideration the Lender’s policies with respect to capital adequacy) by an amount deemed in good faith to be material, then from time to time the Borrower shall Companies jointly and severally agree to pay to the each affected Lender such additional amount or amounts as will compensate the Lender or the Lender’s holding company for any such increased cost reduction suffered. (c) The Lenders agree not to claim compensation under this Section 6.5 for any nonmaterial amount, or reduction. The for any amount unbilled for more than one hundred eighty (180) days after the relevant Lender will promptly notify first learned of its claim therefor. (d) If any Lender claims compensation under this Section 6.5, the Borrower Lender shall deliver to the Company a certificate setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in Section 6.5(a) or 6.5(b), and stating how such amounts were determined, which certificate shall be conclusive, absent manifest error, and (i) the Companies jointly and severally agree to pay the Lender the amount shown as due on any such certificate within ten (10) Business Days after the Company’s receipt of such certificate or (ii) the Company may elect by giving a written termination election notice to the Agent on or before ten (10) Business Days after receipt of such certificate to terminate the Credit Line and upon payment to the Agent (for the account of and disbursement to the Lenders) of all Obligations then outstanding (less the pro-rated portion of any event prepaid fees) on or before five (5) Business Days after such termination notice, the Credit Line will be terminated. (e) Failure or delay on the part of which it has knowledge, occurring after the date hereof, which will entitle the any Lender to demand compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period Section 6.5 shall not constitute a waiver of the Lender's rights ’s right to demand compensation such compensation; provided that the Companies shall not be required to compensate any Lender pursuant to this Section 6.5 for any increased costs or reduction reductions incurred more than one hundred eighty (180) days prior to the date that the Lender notifies the Company of the Change in amounts received Law giving rise to such increased costs or receivable reductions and of the Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. (f) Provided that no Default has occurred that has not been cured and no Event of Default has occurred that the Agent has not declared in writing to have been cured or waived, and with the written consent of the Required Lenders, the Companies may seek to replace any subsequent Interest Period.Lender other than JPMorgan who claims compensation under this Section, subject to the requirements of this Section. For the purposes of this Section, a “Continuing Lender” means a Lender that is neither a Retiring Lender nor a New Lender; a “New Lender” means a bank or other lending institution that becomes a Lender hereunder as a result of the events described in this Section; a “Replacement Lender” means the Lender who is replacing the Retiring Lender; and a “Retiring Lender” means a Lender that ceases to be a Lender under this Agreement pursuant to the operation of this Section. The replacement of a Retiring Lender pursuant to this Section shall be effective on the tenth (10th) Business Day (the “Replacement Date”) following the date of a notice to the Retiring Lender and each Continuing Lender through the Agent, subject to satisfaction of the following conditions:

Increased Cost. If any Regulatory Change: (a) shall subject the any Revolving Lender or Term B Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar LIBOR Rate Advances, its Revolving or Term B Note or its obligation to make Eurodollar LIBOR Rate Advances or shall change the basis of taxation of payment to the any Lender (or its Applicable Lending Office) of the principal of or interest on Eurodollar its LIBOR Rate Advances or any other amounts due under this Agreement in respect of Eurodollar its LIBOR Rate Advances or its obligation to make Eurodollar LIBOR Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender or its Applicable Lending Office imposed by the jurisdiction in which the such Lender's ’s principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any such Lender’s Applicable Lending Office or against Letters of Credit issued by the Lender Letter of Credit Bank or shall impose on the any such Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar LIBOR Rate Advances Advances, its Revolving or Term B Note or its obligation to make Eurodollar LIBOR Rate AdvancesAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the such Lender (or its Applicable Lending Office) of making or maintaining any Eurodollar LIBOR Rate AdvanceAdvance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the its Revolving or Term B Note, then, within 30 days after demand by such Lender (with a copy to the LenderAdministrative Agent), the Borrower Borrowers shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Each Revolving and Term B Lender will promptly notify the Borrower Borrowers’ Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant to this SectionSection 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, be otherwise disadvantageous to such Lender. A certificate of the any Revolving and Term B Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Revolving and Term B Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the such Lender's ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change:: -------------- (a) shall subject the Lender a Bank to any tax, duty or other charge with respect to its Fixed Eurodollar Rate Advances, the Note payable to such Bank to the extent it evidences Fixed Eurodollar Rate Advances, or its obligation to make Fixed Eurodollar Rate Advances Advances, or shall change the basis of taxation of payment to the Lender such Bank of the principal of or interest on Fixed Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Fixed Eurodollar Rate Advances or its obligation to make Fixed Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank imposed by the laws of the United States or any jurisdiction in which the Lendersuch Bank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, including any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Fixed Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Fixed Adjusted Eurodollar Rate, as the case may be) against assets of, deposits with or for the account of, or credit extended by, the Lender such Bank or shall impose on the Lender such Bank or on the interbank Eurodollar United States market for certificates of deposit any other condition affecting its Fixed Eurodollar Rate Advances Advances, its Note or its obligation to make Fixed Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender such Bank of making or maintaining any Fixed Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender such Bank under this Agreement or under the its Note, then, within 30 days after demand by the Lendersuch Bank, the Borrower Company shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Such Bank will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this Section. A certificate of the Lender such Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Lender such Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender such Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lendersuch Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If, after the Lender to any taxClosing Date, duty or other charge with respect to its Eurodollar Rate Advancesthe adoption of, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances change in, any applicable law, rule or its obligation to make Eurodollar Rate Advances (except for changes regulation, or any change in the rate interpretation or administration of tax on any applicable law, rule or regulation by any governmental authority, central bank or comparable agency charged with the overall net income interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or law) of any such authority, central bank or comparable agency: (bi) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.7), special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender by any Lender; or (ii) shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances LIBOR Loans, its Note or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described in clauses (i) above and (ii) is to increase the cost to the (or to impose a cost on) such Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail, the a copy of which shall be furnished to Agent), Borrower shall pay directly to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to a level below that which it has knowledgesuch Lender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which such Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any additional tax, duty or other charge with respect to its Eurodollar LIBOR Rate Advances, the Revolving Note, the Term Notes or its obligation to make Eurodollar LIBOR Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar its LIBOR Rate Advances or any other amounts due under this Agreement in respect of Eurodollar its LIBOR Rate Advances or its obligation to make Eurodollar LIBOR Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's ’s principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, including without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, or against Letters of Credit issued by the Lender or shall impose on the Lender or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar LIBOR Rate Advances Advances, the Revolving Note, the Term Notes or its obligation to make Eurodollar LIBOR Rate AdvancesAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar LIBOR Rate AdvanceAdvance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the NoteRevolving Note or the Term Notes, then, within 30 days after written notice and demand by the Lender, which notice shall describe the Regulatory Change, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If any Regulatory ChangeChange occurs that has or would have the effect of: (ai) shall subject the Lender to any taximposing, duty modifying or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem deeming applicable any reserve, special deposit, capital requirement compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or participated in by, Lender; (ii) subjecting Lender to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) with respect to the Loan, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposing on Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition condition, cost or expense (other than Taxes) affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesLoan made by Lender; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or shall be to reduce the rate of return on the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount of any sum received or receivable deemed by Lender to be material, then from time to time, on the Lender under this Agreement or under the Note, then, within 30 first Interest Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a description of the computation of such demand), the Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify take such actions reasonably requested by Borrower, at the Borrower expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.03(a). Notwithstanding the foregoing, in no event of which it has knowledge, occurring after the date hereof, which will entitle the shall Borrower be required to compensate Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation Section 3.03 for any amounts under this Section, setting forth Section 3.03 incurred more than one hundred-eighty (180) days prior to the additional date that Lender notifies Borrower of such amount or amounts and of Lender’s intention to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. claim compensation therefor. (b) In determining such amountany amount provided for in this Section 3.03, the Lender may shall use any commercially reasonable averaging and attribution methods. Failure If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the basis for such demand and a description of the computation of such demand as to such additional or increased cost or reduction, which certificate shall be conclusive absent manifest error. (c) If Lender submits a demand to Borrower to pay any additional amounts pursuant to this Section 3.03, Borrower may elect, in its sole discretion, to prepay the Loan in full. Borrower shall notify Lender in writing of such election no later than thirty (30) days following its receipt of such demand and shall specify in such notice the date upon which such prepayment shall be made which shall not be later than sixty (60) days following the date of Lender’s demand. Prepayment pursuant to this Section 3.03 shall be made together with interest accrued and unpaid on the part Loan to date of the prepayment and all other amounts then payable to Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect hereunder, but shall not be subject to any Interest Period shall not constitute a waiver of the Lender's rights prepayment amount pursuant to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodSection 3.02.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Note, or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 thirty (30) days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction; provided, however, that Borrower shall not be required to so compensate Lender for any such increased cost or reduction which occurred, accrued or was incurred with respect to any period more than six (6) months prior to the date of said demand. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender Bank to any tax, duty or other charge with respect to its Eurodollar Fixed Rate Advances, the Notes or its obligation to make Eurodollar Fixed Rate Advances or shall change the basis of taxation of payment to the Lender Bank of the principal of or interest on Eurodollar its Fixed Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Fixed Rate Advances or its obligation to make Eurodollar Fixed Rate Advances (except for changes in the rate of tax on the overall net income of the Lender Bank imposed by the jurisdiction in which the LenderBank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank or shall impose on the Lender Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Fixed Rate Advances Advances, the Notes or its obligation to make Eurodollar Fixed Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Fixed Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the NoteNotes, then, within 30 and in each such case, upon one hundred twenty (120) days after demand by notice to the LenderBorrower from the Bank of the nature of such Regulatory Change, the Borrower shall pay to the Lender Bank such additional amount or amounts as will compensate the Lender Bank for such increased cost or reduction. The Lender will promptly notify reduction for the Borrower of any event of which it has knowledge, occurring period from and after the date hereof, which will entitle the Lender to compensation pursuant to this Sectionone hundred twentieth (120th) day after such notice is given. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If If, by reason of (y) after the date hereof, the introduction of or any Regulatory Change:change (including, without limitation, any change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation, or (z) the compliance with any guideline or request from any central bank or other governmental authority or quasi-governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law): (ai) Lender shall be subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, LIBOR Loan or its obligation to make Eurodollar Rate Advances LIBOR Loans, or shall be subject to any change in the basis of taxation of payment payments to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances its LIBOR Loans or its obligation to make Eurodollar Rate Advances LIBOR Loans (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal executive office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement reserve (including, without limitation, any such requirement imposed by the BoardBoard of Governors), but excluding with respect to any Eurodollar Rate Advance any such special deposits of similar requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits or with or for the account of, or credit extended by, the Lender shall be imposed or shall impose on the Lender deemed applicable or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances LIBOR Loans or its obligation to make LIBOR Loans shall be imposed on Lender or the interbank Eurodollar Rate Advancesmarket; and the as a result of thereof there shall be any of the foregoing is to increase in the cost to the Lender of making agreeing to make or making, funding or maintaining any Eurodollar LIBOR Loans (except to the extent already included in the determination of the applicable LIBO Rate Advancefor LIBOR Loans), or to reduce there shall be a reduction in the amount of any sum received or receivable by Lender, then Borrower shall from time to time, upon written notice from and demand by Lender, pay to Lender, within five (5) Business Days after the date specified in such notice and demand, additional amount sufficient to indemnify Lender under against such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by Lender, shall, except for manifest error, be final, conclusive and binding for all purposes. If Lender shall determine at any time, because of the circumstances described hereinabove in this Paragraph (E) of this Section 3.1, or any other circumstances arising after the date of this Agreement affecting Lender or under the Noteinterbank Eurodollar market or Lender's position in such market, the LIBO Rate, as determined by Lender, will not adequately and fairly reflect the cost to Lender of funding its LIBOR Loans, then, within 30 days after demand by the Lender, the Borrower shall pay to and in any such event: (i) the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the shall forthwith give notice (by telephone confirmed in writing) to Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such determination; (ii) Borrower's right to compensation pursuant request and Lender's obligation to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount make or amounts permit Loans to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, remain outstanding as LIBOR Loans shall be conclusive in the absence of error. In determining such amount, the immediately suspended; and (iii) Lender may use any reasonable averaging and attribution methods. Failure on the shall make a Loan as part of the Lender to demand compensation requested Borrowing of LIBOR Loans as a Base Rate Loan, which Base Rate Loan shall, for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver all purposes, be considered part of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodsuch Borrowing.

Increased Cost. If any Regulatory Change: (a) shall subject the any Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Revolving Notes or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the any Lender (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender or its Applicable Lending Office imposed by the jurisdiction in which the such Lender's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any Lender's Applicable Lending Office or shall impose on the any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Revolving Notes, then, within 30 days after demand by such Lender (with a copy to the LenderAgent), the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Each Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender 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, be otherwise disadvantageous to such Lender. If any Lender fails to give such notice within 45 days after it obtains knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice. A certificate of the any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the any Lender may use any reasonable averaging and attribution methodsmethods and shall use its best efforts to allocate any costs or reductions to the Borrower and similarly situated customers on an equitable basis. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If a Lender or the Facility Agent determines that after -------------- the date hereof and prior to the Conversion Date any Regulatory Change: change in any applicable law or regulation or any change in the interpretation or application thereof or compliance by such Lender or the Facility Agent with any applicable direction, request or requirement with which a Lender is bound to comply (awhether or not having the force of law) shall of any central bank or competent governmental or other authority does or will subject the Lender or the Facility Agent to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change increase in the basis of taxation of payment cost to the Lender or the Facility Agent of the principal of agreeing to make or interest on Eurodollar Rate Advances making, funding or maintaining its Available Commitment or any other Disbursement bearing interest at the Floating Rate, such Lender shall promptly after first becoming aware thereof through the Facility Agent so notify the Borrower, and the Borrower shall from time to time upon demand pay to the Facility Agent for the account of such Lender or the Facility Agent, as the case may be, such additional amounts due under as shall be required to compensate the Lender or the Facility Agent for such increased costs. Notwithstanding anything to the contrary in this Agreement Agreement, no demand hereunder in respect of Eurodollar Rate Advances or its obligation any increased cost shall be made, and the Borrower shall not be obligated to make Eurodollar Rate Advances pay any amount in respect of an increased cost, after the 45th day following the earliest to occur of (except for changes i) the discovery of such increased cost, (ii) the Conversion Date and (iii) the payment in the rate full of tax on the overall net income such Lender's Pro-Rata Share of the Loan and all interest accrued thereon. So long as no Event of Default has occurred and is continuing, the Borrower and the Facility Agent in consultation with such Lender imposed by shall discuss in good faith in accordance with Clause 7.03 whether any alternative arrangement may be made (at the jurisdiction in which Borrower's expense) to avoid, mitigate or limit the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (extent of such increased cost including, without limitation, the affected Lender or the Facility Agent transferring its rights and obligations hereunder, although the Lender will not be obligated to do so. So long as the circumstances giving rise to such increased cost continue, and the Conversion Date shall not have occurred prior to the date of prepayment hereinafter referred to, the Borrower may, after giving the Facility Agent not less than three (3) Banking Days' prior written notice, prepay all (but not less than all) of such Lender's Pro-Rata Share of the Loan together with accrued but unpaid interest thereon to the date of prepayment and any such requirement imposed other amounts, including amounts for which the Borrower is liable pursuant to this Clause 7.02 or Clause 15.01, then due and payable by the Board, but excluding with respect Borrower to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of under any of the foregoing Operative Documents to which it is to increase a party, and upon the cost to giving of such notice such Lender's Commitment shall be cancelled. Notwithstanding the Lender of making or maintaining any Eurodollar Rate Advanceforegoing, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the Lender, in no event shall the Borrower shall pay be obligated to reimburse any Lender or the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation Facility Agent for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of cost arising after the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodConversion Date.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Note or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender Bank of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender Bank imposed by the jurisdiction in which the LenderBank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank or shall impose on the Lender Bank or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Revolving Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the Revolving Note, then, within 30 days after demand by the LenderBank, the Borrower shall pay to the Lender Bank such additional amount or amounts as will compensate the Lender Bank for such increased cost or reduction. The Lender Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender Bank to compensation pursuant to this Section. If the Bank fails to give such notice within 45 days after it obtains knowledge of such an event, the Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that the Bank does give such notice. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Term SOFR Advances, its Note or its obligation to make Eurodollar Rate Term SOFR Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on Eurodollar Rate its Term SOFR Advances or any other amounts due under this Agreement in respect of Eurodollar Rate its Term SOFR Advances or its obligation to make Eurodollar Rate Term SOFR Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lendersuch Bank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Term SOFR Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Term SOFR Base Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank's Applicable Lending Office or against Letters of Credit issued by the Lender Agent or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar eurodollar market any other condition affecting its Eurodollar Rate Advances Term SOFR Advances, its Note or its obligation to make Eurodollar Rate AdvancesTerm SOFR Advances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate AdvanceTerm SOFR Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the its Note, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such 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 Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lendersuch Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period. Each of the Banks agrees that, as promptly as practicable after becoming aware of the occurrence of an event or the existence of a condition that would entitle such Bank to receive payments under this Section 2.24, it will, to the extent not inconsistent with the internal policies of such Bank and any applicable legal or regulatory restrictions, take reasonable measures to reduce any additional amounts that would otherwise be payable to such Bank pursuant to this Section 2.24.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Notes, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBOR Pricing Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender; (c) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding any such requirement to the extent included in calculating the applicable LIBOR Pricing Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Revolving Note, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to subsequently demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodreceivable.

Increased Cost. If any Regulatory Change: (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall subject the impose on Lender to any tax, duty or other charge with respect to condition affecting its Eurodollar Rate AdvancesLIBOR Loans, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Note or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate AdvancesLIBOR Loans; and the result of any of the foregoing anything described above is to increase the cost to the (or to impose a cost on) Lender of making or maintaining any Eurodollar Rate AdvanceLIBOR Loan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Noteits Note with respect thereto, then, within 30 days after then upon demand by Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a calculation of the amount thereof in reasonable detail), the Borrower and Co-Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or such reduction. The , so long as such amounts have accrued on or after the day which is 180 days prior to the date on which Lender will promptly notify first made demand therefor; provided, that if the Borrower event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by Lender or any Person controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any event such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on Lender’s or such controlling Person’s capital as a consequence of Lender’s obligations hereunder to a level below that which it has knowledgeLender or such controlling Person could have achieved but for such change, occurring after the date hereofadoption, phase-in or compliance (taking into consideration Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by Lender or such controlling Person to be material, then from time to time, upon demand by Lender (which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail), Borrower shall pay to Lender such additional amount as will compensate Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to be paid the date on which Lender first made demand therefor; provided, that if the event giving rise to it hereunder and stating in reasonable detail the basis for the charge and the method of computationsuch costs or reductions has retroactive effect, such 180 day period shall be conclusive in extended to include the absence period of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodretroactive effect.

Increased Cost. If If, as a result of any Regulatory Change:, (aA) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment payments to the Lender of the principal of or interest on any Eurodollar Rate Advances Loan or any other amounts due payable under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances thereof (except for changes in the rate of tax other than taxes imposed on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office ) is located)changed; or (bB) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect requirements relating to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against extensions of credit or other assets of, or any deposits with or for the account other liabilities of, Lender are imposed, modified or credit extended by, the Lender deemed applicable; or shall impose on the Lender or on the interbank Eurodollar market (C) any other condition affecting its this Agreement or any Eurodollar Rate Advances or its obligation to make Eurodollar Rate AdvancesLoan is imposed on Lender; and the result of any of the foregoing is to increase Lender reasonably determines that, by reason thereof, the cost to the Lender of making or maintaining any Eurodollar Rate AdvanceLoan is increased by an amount deemed by Lender to be material, or to reduce the any amount receivable by Lender hereunder in respect of any sum received or Eurodollar Loan is reduced by an amount deemed by Lender to be material (such increases in cost and reductions in amounts receivable by the Lender under this Agreement or under the Notebeing herein called "Increased Cost"), then, within 30 days after demand by the Lender, the then Borrower shall pay to Lender upon demand such additional amount or amounts as Lender reasonably determines will compensate it for such Increased Cost, but not in excess of the Maximum Amount (such demand to be accompanied by a written statement setting forth the basis for the calculation thereof); provided, however, notwithstanding any prohibition against prepayment to the contrary in Section 2.9, Borrower shall have the right on the last Business Day of an Interest Period, upon such notice as agreed upon by Borrower and Lender, to convert any such Eurodollar Loan which is subject to an Increased Cost into a Domestic Loan, provided Borrower shall have paid Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after conversion and Increased Cost through the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodconversion.

Increased Cost. If If, after the date hereof, any Regulatory Change-------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (ai) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Advances or Fixed Rate Advances, its Warehousing Note, its Working Capital Note or its obligation to make Eurodollar Advances or Fixed Rate Advances Advances, or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar Advances or Fixed Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or Fixed Rate Advances or its obligation to make Eurodollar Advances or Fixed Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the laws of the United States or any jurisdiction in which the such Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting Eurodollar Advances or Fixed Rate Advances, such Lender's Warehousing Note, its Eurodollar Rate Advances Working Capital Note or its obligation to make Eurodollar Advances or Fixed Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar Advance or Fixed Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the its Warehousing Note or its Working Capital Note, then, within 30 days after written demand by the such Lender, the Borrower Company shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The ; provided, that the Company shall not be obligated -------- to pay any such additional amount (i) unless such Lender will promptly notify shall first have notified the Borrower of any event of which Company in writing that it has knowledge, occurring after the date hereof, which will entitle the Lender intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the any Lender claiming compensation under this SectionSection 2.08, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod. (q) Section 2.08(d) is hereby amended in its entirety to read as follows:

Increased Cost. If If, after the date hereof, any Regulatory ChangeChange or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (ai) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, its Note, or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the laws of the United States or any jurisdiction in which the such Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar LIBOR market any other condition affecting its Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, such Lender's Note, or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar LIBOR Rate Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the its Note, then, within 30 days after written demand by the such Lender, the Borrower Borrowers shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The ; provided, that the Borrowers shall not be obligated to pay any such additional amount (i) unless such Lender will promptly notify shall first have notified the Borrower of any event of which Company in writing that it has knowledge, occurring after the date hereof, which will entitle the Lender intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the any Lender claiming compensation under this SectionSection 2.09(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computationcomputation (including a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such compensation than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected by such compliance by such Lender, whether or not such Lender allocates any portion or such compensation to such other commitments or credit extensions), shall be conclusive in the absence of manifest error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod.

Increased Cost. If the Lender determines that any Regulatory Changechange in any applicable law or regulation or in the interpretation or application thereof or compliance by the Lender with any applicable direction, request or requirement (whether or not having the force of law) of any competent governmental or other authority does or will: (a) shall subject the Lender to any tax, duty tax or other charge payment with respect reference to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change sums payable by the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due Borrower under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of (i) tax on the Lender's overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located)China) or (ii) as referred to in Article 8); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result effect of any of the foregoing which is to (i) increase the cost to the Lender of making available the Facility or funding or maintaining any Eurodollar Rate Advance, the Loan or to (ii) reduce the amount of any sum received payment receivable by, or receivable by the effective return to, the Lender under this Agreement in respect of the Facility or under (iii) impose a cost on the NoteLender resulting from its making available the Facility or funding or maintaining the Loan; the Lender may so notify the Borrower, then, within 30 days after demand by the Lender, and the Borrower shall from time to time forthwith upon demand pay to the Lender such additional amount or amounts as will compensate the Lender may certify to be necessary to compensate it for such tax, payment, increased cost or reduction(each an "increased cost"). Where such increased cost arises from circumstances contemplated above which affect the Lender's business generally or reduction. The Lender will promptly notify the Borrower of any event of manner in which or extent to which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amountallocates capital resources, the Lender shall be entitled to such increased cost as it determines and certifies fairly allocable to the Facility and/or the Loan. The Borrower and the Lender shall discuss whether any alternative arrangement may use any reasonable averaging and attribution methodsbe made to avoid such increased cost. Failure on So long as the part circumstances giving rise to such increased cost continue, the Borrower may, after giving the Lender not less than [30] days prior written notice, prepay the whole (but not only part) of the Lender to demand compensation for any increased costs or reduction Loan in amounts received or receivable accordance with respect to any Interest Period Article 6, and upon the giving of such notice the Facility shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodbe cancelled.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Credit Note, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender Bank of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender Bank imposed by the jurisdiction in which the LenderBank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank or shall impose on the Lender Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Revolving Credit Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the Revolving Credit Note, then, within 30 days after demand by the LenderBank, the Borrower shall pay to the Lender Bank such additional amount or amounts as will reasonably compensate the Lender Bank for such increased cost or reduction. The Lender Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender Bank to compensation pursuant to this Section. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lendersuch Bank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any bank's Applicable Lending Office or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, its Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the Noteits Notes, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this SectionSection 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 Bank, be otherwise disadvantageous to such Bank. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may each Bank shall use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period Eurodollar Rate Advance shall not constitute a waiver of the Lendersuch bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod. No Bank shall be entitled to compensation otherwise payable under this Section 2.21 for any period more than six months prior to the date on which the Bank first notifies the Borrower of the change resulting in the increased cost.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lendersuch Bank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any Bank's Applicable Lending Office or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, its Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the Noteits Notes, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this SectionSECTION 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 Bank, be otherwise disadvantageous to such Bank. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may each Bank shall use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period Eurodollar Rate Advance shall not constitute a waiver of the Lendersuch Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod. No Bank shall be entitled to compensation otherwise payable under this SECTION 2.15 for any period more than six months prior to the date on which the Bank first notifies the Borrower of the change resulting in the increased cost.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lender's such Bank’s principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the Lender Administrative Agent or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, its Notes or its obligation to make Eurodollar Rate AdvancesAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate AdvanceAdvance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the Noteits Notes, then, within 30 days after demand by such Bank (with a copy to the LenderAdministrative Agent), the Borrower Borrowers shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower Borrowers’ Agent and the Administrative Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such 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 Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice; provided, however, that to the extent such additional amounts accrue during such period due to the retroactive effect of the applicable Regulatory Change promulgated during the period prior to the Borrowers’ Agent’s receipt of such notice, the limitation set forth in this sentence shall not apply. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's such Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Term Note or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender Bank of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender Bank imposed by the jurisdiction in which the Lendersuch Bank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank or shall impose on the Lender Bank or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Term Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the Term Note, then, within 30 days after demand by the LenderBank, the Borrower shall pay to the Lender Bank such additional amount or amounts as will compensate the Lender Bank for such increased cost or reduction. The Lender Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender Bank to compensation pursuant to this Section. If the Bank fails to give such notice within 45 days after it obtains knowledge of such an event, the Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that the Bank does give such notice. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If If, after the date hereof, any Regulatory ChangeChange or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (ai) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, its Note, or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the laws of the United States or any jurisdiction in which the such Lender's ’s principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar LIBOR market any other condition affecting its Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances, such Lender’s Note, or its obligation to make Eurodollar LIBOR Rate Advances or Balance Funded Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar LIBOR Rate Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the its Note, then, within 30 days after written demand by the such Lender, the Borrower Borrowers shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The ; provided, that the Borrowers shall not be obligated to pay any such additional amount (i) unless such Lender will promptly notify shall first have notified the Borrower of any event of which Company in writing that it has knowledge, occurring after the date hereof, which will entitle the Lender intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the “Excluded Period”), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the any Lender claiming compensation under this SectionSection 2.09(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computationcomputation (including a statement that such Lender has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such compensation than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that are affected by such compliance by such Lender, whether or not such Lender allocates any portion or such compensation to such other commitments or credit extensions), shall be conclusive in the absence of manifest error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the such Lender's ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender From time to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment time upon 30 days' prior notice to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances Borrower from a Bank (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement a copy to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the LenderAdministrative Agent), the Borrower shall pay to the Lender Administrative Agent for the account of the applicable Bank such additional amount or amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Change in Law after the Effective Date which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities); provided, that the Borrower shall not be required to pay any Taxes that it is not required to pay pursuant to Section 2.19. Such Bank will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower (with a copy to the Administrative Agent) of any event of which it has knowledge, occurring after the date hereof, Effective Date which will entitle the Lender such Bank to compensation pursuant to this SectionSection 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. A certificate Determinations by any Bank for purposes of this Section 2.17 of the Lender claiming compensation under this Sectioneffect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, setting forth and of the additional amount or amounts required to be paid to it hereunder and stating compensate any such Bank in reasonable detail the basis for the charge and the method respect of computationany Additional Costs, shall be conclusive in the absence conclusive, provided that such determinations are made on a reasonable basis. The provisions of errorthis Section 2.17 shall survive termination of this Agreement. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.Risk-Based Capital

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar LIBOR Rate Advances, its Notes or its obligation to make Eurodollar LIBOR Rate Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on Eurodollar its LIBOR Rate Advances or any other amounts due under this Agreement in respect of Eurodollar its LIBOR Rate Advances or its obligation to make Eurodollar LIBOR Rate Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lendersuch Bank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar LIBOR Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank's Applicable Lending Office or against Letters of Credit issued by the Lender Agent or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar LIBOR market any other condition affecting its Eurodollar LIBOR Rate Advances Advances, its Notes or its obligation to make Eurodollar LIBOR Rate AdvancesAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar LIBOR Rate AdvanceAdvance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the Noteits Notes, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this SectionSection 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 Bank, be otherwise disadvantageous to such Bank. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lendersuch Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Note, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Note, then, within 30 days after demand by the Lender, the Borrower Borrowers shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower Borrowers of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If any Regulatory Change:Change occurs that has or would have the effect of: ACTIVE/105942580.15 (ai) shall subject the Lender to any taximposing, duty modifying or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem deeming applicable any reserve, special deposit, capital requirement compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender; or (ii) imposing on Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition condition, cost or expense affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesLoan made by Lender; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or shall be to reduce the rate of return on the capital of Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender with respect to capital adequacy) by an amount of any sum received or receivable deemed by Lender to be material, then from time to time, on the Lender under this Agreement or under the Note, then, within 30 first Quarterly Payment Date occurring at least thirty (30) days after demand by Lender (which demand shall be accompanied by a statement setting forth the Lenderbasis for such demand and a description of the computation of such demand), the Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify take such actions reasonably requested by Borrower, at the Borrower expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event of which it has knowledge, occurring after the date hereof, which will entitle the shall Borrower be required to compensate Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation Section 3.04 for any amounts under this Section, setting forth Section 3.04 incurred more than one hundred and eighty (180) days prior to the additional date that Lender notifies Borrower of such amount or amounts and of Lender’s intention to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. claim compensation therefor. (b) In determining such amountany amount provided for in this Section 3.04, the Lender may shall use any commercially reasonable averaging and attribution methods. Failure on If Lender makes a claim under this Section, it shall submit to Borrower a certificate setting forth the part basis for such demand and a description of the Lender computation of such demand as to demand compensation for any such additional or increased costs cost or reduction in amounts received or receivable with respect to any Interest Period reduction, which certificate shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodbe conclusive absent manifest error.

Increased Cost. If If, after the date hereof, any Regulatory Change-------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (ai) shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Warehousing Note, its Working Capital Note or its obligation to make Eurodollar Rate Advances Advances, or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the laws of the United States or any jurisdiction in which the such Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar market any other condition affecting Eurodollar Advances, such Lender's Warehousing Note, its Eurodollar Rate Advances Working Capital Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the its Warehousing Note or its Working Capital Note, then, within 30 days after written demand by the such Lender, the Borrower Company shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the any Lender claiming compensation under this SectionSection 2.06(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Revolving Note, or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender Bank (or its Applicable Lending Office) of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender Bank or its Applicable Lending Office imposed by the jurisdiction in which the LenderBank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance Advances any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank's Applicable Lending Office or shall impose on the Lender Bank (or on the interbank Eurodollar market its Applicable Lending Office) any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank (or its Applicable Lending Office) under this Agreement or under the Revolving Note, then, within 30 60 days after demand by the LenderBank, the Borrower shall pay to the Lender Bank such additional amount or amounts as will compensate the Lender Bank for such increased cost or reduction. The Lender Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender Bank to compensation pursuant to this SectionSection 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 the Bank, be otherwise disadvantageous to the Bank. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Note or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lendersuch Bank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any Bank's Applicable Lending Office or shall impose on the Lender any Bank (or on its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, its Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the its Note, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such 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 Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lenderthat Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodPeriod (subject to the limitation in the third preceding sentence).

Increased Cost. If If, after the date hereof, any Regulatory Change: (a) shall subject the any Lender (or its applicable lending office) to any tax, duty or other charge with respect to its Eurodollar Offshore Rate AdvancesLoans, its Note(s) or its obligation to make Eurodollar Offshore Rate Advances Loans, or shall change the basis of taxation of payment to the any Lender (or its applicable lending office) of the principal of or interest on Eurodollar its Offshore Rate Advances Loans, or any other amounts due under this Agreement in respect of Eurodollar its Offshore Rate Advances or Loans, its obligation to make Eurodollar Offshore Rate Advances Loans (except for changes in the rate of tax on the overall net income of the such Lender or its applicable lending office imposed by the jurisdiction in which the such Lender's ’s principal office or applicable lending office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the BoardBoard of Governors of the Federal Reserve System, but excluding with respect to any Eurodollar Offshore Rate Advance Loan any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender any Lender’s applicable lending office or shall impose on the any Lender (or its applicable lending office) or on the interbank Eurodollar eurocurrency market any other condition affecting its Eurodollar Offshore Rate Advances Loans, its Note(s) or its obligation to make Eurodollar Offshore Rate AdvancesLoans; and the result of any of the foregoing is to increase the cost to the such Lender (or its applicable lending office) of making or maintaining any Eurodollar Offshore Rate AdvanceLoan, or to reduce the amount of any sum received or receivable by the such Lender (or its applicable lending office) under this Agreement or under the Noteits Note(s), then, within 30 days after demand by such Lender (with a copy to the LenderAgent), the Borrower Company shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reductionreduction in amounts received or receivable. The Each Lender will promptly notify the Borrower Company and the Agent of any event Regulatory Change of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant to this SectionSection 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, be otherwise disadvantageous to such Lender. A certificate of the any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the any Lender may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is attributable to the period ending 91 days prior to the date of the first notice delivered by any Lender under the third preceding sentence with respect to any Regulatory Change (the “Section 2.15 Excluded Period”), except to the extent any amount is attributable to the Section 2.15 Excluded Period as a result of the retroactive application of the applicable Regulatory Change. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period or other applicable period shall not constitute a waiver of the such Lender's ’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodPeriod or other applicable period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Note or its obligation to make Eurodollar Rate Advances Advances, or shall change the basis of taxation of payment to the Lender Bank of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender Bank imposed by the laws of the United States or any jurisdiction in which the LenderBank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, including any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank or shall impose on the Lender Bank or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the either Note, then, within 30 days after demand by the LenderBank, the Borrower Company shall pay to the Lender Bank such additional amount or amounts as will compensate the Lender Bank for such increased cost or reduction. The Lender Bank will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender Bank to compensation pursuant to this Section. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) If a Change of Law or compliance by the Lender with any request or directive (whether or not having the force of law) of any Governmental Authority either: (i) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis any Letter of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Credit or its obligation to make Eurodollar Rate Advances obligations hereunder or under any Letter of Credit Documents, or (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit insurance or similar requirement (including, without limitation, any such requirement requirements imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to Board of Governors of the extent included in calculating the applicable Adjusted Eurodollar RateFederal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Lender or its parent; or (iii) shall impose on the Lender or on the interbank Eurodollar market its parent any other similar condition affecting its Eurodollar Rate Advances relating to the Letter of Credit or its obligation to make Eurodollar Rate Advancesobligations hereunder or under any Letter of Credit Documents; and the result of any of the foregoing is to increase the cost to the Lender or its parent of making or maintaining the Letter of Credit or its obligations hereunder or under any Eurodollar Rate AdvanceLetter of Credit Documents, or to reduce the amount of any sum received or receivable by the Lender or its parent under this Agreement Agreement, under the Letter of Credit or hereunder or under the Noteother Loan Documents with respect thereto, thenby an amount deemed by the Lender to be material, within 30 the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its parent for such increased cost or reduction. The . (b) If the Lender will promptly shall have determined that a Change of Law or compliance by the Lender 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 the Lender's (or its parent's) capital as a consequence of the issuance or continuance of any Letter of Credit or its ability to make Loans or LOC Loans upon the occurrence of draws under any Letter of Credit (taking into consideration the Lender's (or its parent's) policies with respect to capital adequacy), by an amount deemed by the Lender to be material, then from time to time, the Lender shall notify the Borrower of any event of which it has knowledge, occurring after in writing describing such circumstances and the date hereof, which will entitle amount needed to compensate the Lender or its parent. Within ten (10) days after demand by the Lender, Borrower shall pay to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the such additional amount or amounts to be paid to it hereunder and stating in reasonable detail as will compensate the basis Lender (or its parent's) for the charge and the method of computation, shall be conclusive in the absence of error. such reduction. (c) In determining such amountamounts owing pursuant to Subsections (a) and (b), the Lender may use any reasonable averaging averaging, allocation and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) If a Change of Law or compliance by the Lender with any request or directive (whether or not having the force of law) of any Governmental Authority either: (i) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis any Letter of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Credit or its obligation to make Eurodollar Rate Advances obligations hereunder or under any Letter of Credit Documents, or (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit insurance or similar requirement (including, without limitation, any such requirement requirements imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to Board of Governors of the extent included in calculating the applicable Adjusted Eurodollar RateFederal Reserve System) against assets of, deposits with or for the account of, or credit extended by, the Lender or its parent; or (iii) shall impose on the Lender or on the interbank Eurodollar market its parent any other similar condition affecting its Eurodollar Rate Advances relating to the Letter of Credit or its obligation to make Eurodollar Rate Advancesobligations hereunder or under any Letter of Credit Documents; and the result of any of the foregoing is to increase the cost to the Lender or its parent of making or maintaining the Letter of Credit or its obligations hereunder or under any Eurodollar Rate AdvanceLetter of Credit Documents, or to reduce the amount of any sum received or receivable by the Lender or its parent under this Agreement Agreement, under the Letter of Credit or hereunder or under the Noteother Loan Documents with respect thereto, thenby an amount deemed by the Lender to be material, within 30 the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender or its parent for such increased cost or reduction. The . (b) If the Lender will promptly shall have determined that a Change of Law or compliance by the Lender 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 the Lender’s (or its parent’s) capital as a consequence of the issuance or continuance of any Letter of Credit or its ability to make Loans upon the occurrence of draws under any Letter of Credit (taking into consideration the Lender’s (or its parent’s) policies with respect to capital adequacy), by an amount deemed by the Lender to be material, then from time to time, the Lender shall notify the Borrower of any event of which it has knowledge, occurring after in writing describing such circumstances and the date hereof, which will entitle amount needed to compensate the Lender or its parent. Within ten (10) days after demand by the Lender, Borrower shall pay to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the such additional amount or amounts to be paid to it hereunder and stating in reasonable detail as will compensate the basis Lender (or its parent’s) for the charge and the method of computation, shall be conclusive in the absence of error. such reduction. (c) In determining such amountamounts owing pursuant to Subsections (a) and (b), the Lender may use any reasonable averaging averaging, allocation and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender Bank to any tax, duty or other charge with respect to its Eurodollar Rate AdvancesTranches, the Revolving Note or its obligation to make Eurodollar Rate Advances Tranches, or shall change the basis of taxation of payment to the Lender Bank of the principal of or interest on Eurodollar Rate Advances Tranches or any other amounts due under this Agreement in respect of Eurodollar Rate Advances Tranches or its obligation to make Eurodollar Rate Advances Tranches (except for changes in the rate of tax on the overall net income of the Lender Bank imposed by the jurisdiction in which the LenderBank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance Tranche any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank or shall impose on the Lender Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Tranches, the Revolving Note or its obligation to make Eurodollar Rate AdvancesTranches; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Rate AdvanceTranche, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the Revolving Note, then, within 30 days after demand by the LenderBank, the Borrower shall pay to the Lender Bank such additional amount or amounts as will reasonably compensate the Lender Bank for such increased cost or reduction. The Lender Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender Bank to compensation pursuant to this Section. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.demand

Increased Cost. If If, after the Closing Date, any Regulatory ChangeChange or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank or comparable agency: (ai) shall subject the such Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Eurodollar Rate Advances, Note or its obligation to make Eurodollar Rate Advances Libor Balances or shall IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of payment any amounts payable to the such Lender of the principal of (or interest on Eurodollar Rate Advances or any other amounts due its Applicable Lending Office) under this Agreement or its Note in respect of Eurodollar Rate Advances any Libor Balances or its obligation to make Eurodollar Rate Advances IBOR Balances (except for changes in other than franchise taxes or taxes imposed on or measured by the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the Lender's such Lender is organized, has its principal office or such Applicable Lending Office or is locateddoing business); or; (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement assessment or similar requirement (includingother than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate) relating to any extensions of credit or other assets of, without limitationor any deposits with or other liabilities or commitments of, any such requirement imposed by Lender (or its Applicable Lending Office), including the BoardCommitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office), but excluding the London interbank market or the offshore interbank market (with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar IBOR Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to the such Lender (or its Applicable Lending Office) of making making, Converting into, Continuing or maintaining any Eurodollar Rate Advance, Libor Balances or IBOR Balances or to reduce the amount of any sum received or receivable by the such Lender (or its Applicable Lending Office) under this Agreement or under the Noteits Note with respect to any Libor Balances or IBOR Balances, then, within 30 days after demand by the Lender, then the Borrower shall pay to the such Lender on demand such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The If any Lender will promptly notify requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of any event of which it has knowledge, occurring after the date hereof, which will entitle the such Lender to compensation pursuant make or maintain Libor Balances or IBOR Balances, or to this Section. A certificate Convert any portion of the Lender claiming compensation under this SectionBase Rate Balances into Libor Balances or IBOR Balances, setting forth until the additional amount event or amounts condition giving rise to such request ceases to be paid to it hereunder and stating in reasonable detail effect (in which case the basis for the charge and the method provisions of computation, Section 6.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand receive the compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodso requested.

Increased Cost. (a) If any Regulatory Change:Change occurs that has or would have the effect of (ai) shall subject the Lender to any taximposing, duty modifying or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem deeming applicable any reserve, special deposit, capital requirement compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or participated in by, the Lender; (ii) subjecting the Lender to any Taxes (other than (A) Indemnified Taxes or shall impose (B) Excluded Taxes) on the Loans, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposing on the Lender or on the interbank Eurodollar market any other condition condition, cost or expense (other than Taxes) affecting its Eurodollar Rate Advances this Agreement or its obligation to make Eurodollar Rate AdvancesLoans made by the Lender; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or shall be to reduce the rate of return on the capital of the Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which the Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of the Lender with respect to capital adequacy) by an amount of any sum received or receivable deemed by the Lender under this Agreement or under to be material, then from time to time, on the Note, then, within 30 first Interest Payment Date occurring at least thirty (30) days after demand by the LenderLender (which demand shall be accompanied by a statement setting forth the basis for such demand and a description of the computation of such demand), the Borrower shall pay directly to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify take such actions reasonably requested by Borrower, at the Borrower expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will the Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.03(a). Notwithstanding the foregoing, in no event of which it has knowledge, occurring after the date hereof, which will entitle shall Borrower be required to compensate the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation Section 3.03 for any amounts under this SectionSection [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computationMARKED BY BRACKETS, shall be conclusive in the absence of error. In determining such amountHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest PeriodAS AMENDED.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Notes, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender under this Agreement or under the Revolving Note or the Term Note, then, within 30 days after demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender Bank to any tax, duty or other charge with respect to its Eurodollar Fixed Rate Advances, the Revolving Note or its obligation to make Eurodollar Fixed Rate Advances or shall change the basis of taxation of payment to the Lender Bank of the principal of or interest on Eurodollar its Fixed Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Fixed Rate Advances or its obligation to make Eurodollar Fixed Rate Advances (except for changes in the rate of tax on the overall net income of the Lender Bank imposed by the jurisdiction in which the LenderBank's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank or shall impose on the Lender Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Fixed Rate Advances Advances, the Revolving Note or its obligation to make Eurodollar Fixed Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Fixed Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the Revolving Note, then, within 30 and in each such case, upon thirty (30) days after demand by notice to the LenderBorrower Representative from the Bank of the nature of such Regulatory Change, the Borrower Borrowers shall pay to the Lender Bank such additional amount or amounts as will compensate the Lender Bank for such increased cost or reduction. The Lender will promptly notify reduction for the Borrower of any event of which it has knowledge, occurring period from and after the date hereof, which will entitle the Lender to compensation pursuant to this Sectionthirtieth (30th) day after such notice is given. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If If, after the date hereof, any Regulatory ChangeChange or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central bank or comparable agency: (ai) shall subject the any Lender to any tax, duty or other charge with respect to its Floating Eurodollar Rate Advances, Borrowings or its obligation to make Floating Eurodollar Rate Advances Borrowings or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Floating Eurodollar Rate Advances Borrowings or any other amounts due under this Agreement in respect of Floating Eurodollar Rate Advances Borrowings or its obligation to make Floating Eurodollar Rate Advances Borrowings (except for changes in the rate of tax on the overall net income of the such Lender imposed by the laws of the United States or any jurisdiction in which the such Lender's principal office is located); or (bii) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Floating Reserve-Adjusted Eurodollar Rate, as the case may be) against assets of, deposits with or for the account of, or credit extended by, the any Lender or shall impose on the any Lender or on the interbank Eurodollar United States market for certificates of deposit any other condition affecting its Floating Eurodollar Rate Advances Borrowings or its obligation to make Floating Eurodollar Rate AdvancesBorrowings; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Floating Eurodollar Rate AdvanceBorrowing, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the NoteNotes, then, within 30 days after demand by the such Lender, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Each Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereofof this Agreement, which will entitle the such Lender to compensation pursuant to this SectionSection 2.10; provided, however, that the Borrower shall not be obligated to pay any such amount or amounts (i) unless such Lender shall have first notified the Borrower in writing that it intends to seek compensation from the Borrower pursuant to this sentence, and (ii) which are attributable to any period of time occurring prior to the date which is one year prior to the date of receipt by the Borrower of such notice. A certificate of the any Lender claiming compensation under this SectionSection 2.10, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure Except as provided in the proviso clause of the second sentence of this Section 2.10(b), failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender any Bank (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender such Bank or its Applicable Lending Office imposed by the jurisdiction in which the Lendersuch Bank's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank's Applicable Lending Office or against Letters of Credit issued by the Lender Agent or shall impose on the Lender any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, its Notes or its obligation to make Eurodollar Rate AdvancesAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to the Lender such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate AdvanceAdvance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the Lender such Bank (or its Applicable Lending Office) under this Agreement or under the Noteits Notes, then, within 30 days after demand by such Bank (with a copy to the LenderAgent), the Borrower shall pay to the Lender such Bank such additional amount or amounts as will compensate the Lender such Bank for such increased cost or reduction. The Lender Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender such Bank to compensation pursuant to this SectionSection 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 Bank, be otherwise disadvantageous to such Bank. A certificate of the Lender any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender any Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lendersuch Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) shall subject If the Lender to adoption of any taxlaw, duty order, ruling or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances regulation or any other amounts due under this Agreement change therein or any change in respect of Eurodollar Rate Advances the interpretation or its obligation to make Eurodollar Rate Advances (except for administration thereof including, without limitation, impositions, or changes in the rate of tax reserve requirements, excise taxes, non-United States income taxes or monetary restraints (but excluding taxes imposed on the overall net income of the Lender imposed by the jurisdiction in which United States or the Lender's principal office is located); or (bState of Georgia) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitationby the United States, any such requirement imposed foreign government, any central bank, governmental authority or comparable agency or compliance by Lender with any request or directive (whether or not having the Board, but excluding with respect to any Eurodollar Rate Advance force of law) of any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with authority or for the account of, or credit extended by, the Lender or agency shall impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender of making or maintaining any Eurodollar Rate AdvanceLoan, or to reduce the amount of any sum received or receivable by the Lender under this Agreement Agreement, in any amount deemed by Lender to be material (which determination shall be final, conclusive and binding upon all parties in the absence of manifest error) (any such change being hereinafter called a "Law Change" and any loss to Lender by reason of any Law Change being hereinafter called a "Law Change Loss"), Lender may give Borrower written notice thereof (hereinafter called "Notice"), which Notice shall state that a Law Change Loss has occurred and shall set forth a general description of the reasons for such Law Change Loss. The failure of Lender to provide any notice shall not reduce, limit or under condition Borrower's obligation in the Note, then, within 30 days after demand by the Lender, the following paragraph. (b) Borrower shall pay to the Lender upon demand, as an indemnity, such additional amount or amounts as will compensate shall cause Lender's net return in connection with any Loans to equal the net return that would have been realized by Lender for if the Law Change Loss had not occurred. If the Borrower, in the event of a Law Change, shall not elect promptly after notice thereof has been given to it by Lender to agree in writing satisfactory to Lender to revisions to this Agreement and any other documents evidencing the Loans which shall place Lender in a position as favorable as Lender's position prior to such increased cost or reduction. The Lender will promptly notify Law Change (if such revisions can be made), the Borrower of any event of which it has knowledgewill, occurring after upon thirty (30) days notice in writing from Lender, repay all unpaid principal of, and all unpaid interest accrued with respect to, such Loans to the date hereof, which will entitle of such repayment. Such repayment shall not release the Borrower from its obligations as aforesaid to indemnify Lender in connection with a Law Change Loss incurred by Lender prior to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part date of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodsuch repayment.

Increased Cost. If any Regulatory Change: (a) shall subject the Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank's applicable lending office or shall impose on the Lender Bank (or its applicable lending office) or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the Note, then, within 30 days after demand by the LenderBank, the Borrower Borrowers shall pay to the Lender Bank such additional amount or amounts as will compensate the Lender Bank for such increased cost or reduction. The Lender will promptly notify ; provided, that the Borrower of Borrowers shall not be obligated to pay any event of which such additional amount (i) unless the Bank shall first have notified the Borrowers in writing that it has knowledge, occurring after the date hereof, which will entitle the Lender intends to seek such compensation pursuant to this Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodperiod.

Increased Cost. If the Lender determines that any Regulatory Changechange in any applicable law or regulation or in the interpretation or application thereof or compliance by the Lender with any applicable direction, request or requirement (whether or not having the force of law) of any competent governmental or other authority does or will :- (a) shall 8.2.1 subject the Lender to any tax, duty tax or other charge payment with respect reference to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change sums payable by the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due Borrower under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal office is located)Agreement; or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall 8.2.2 impose on the Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result effect of any of the foregoing which is to (i) increase the cost to the Lender of making funding under the Facility or maintaining any Eurodollar Rate Advance, or to (ii) reduce the amount of any sum received payment receivable by, or receivable by the effective return to, the Lender under this Agreement in respect of the Facility or (iii) impose a cost on the Lender resulting from its funding under the NoteFacility; the Lender may notify the Borrower, then, within 30 days after demand by the Lender, and the Borrower shall from time to time upon demand pay to the Lender such additional amount or amounts as will are necessary to compensate it for such tax, payment, increased cost or reduction (each an "increased cost"). So long as the Lender for circumstances giving rise to such increased cost or reductioncontinue, the Borrower may, after giving the Lender not less than thirty (30) days' prior written notice, prepay (without any prepayment penalty being payable) all (but not only part of) the Loan, and upon the giving of such notice the Lender's obligation under the Facility shall cease. The Lender will promptly notify Borrower shall in such event on the applicable date of prepayment prepay the Loan, interest accrued up to the date of prepayment and all other sums payable by the Borrower of under this Agreement. Clause 6.3 shall apply to any event of which it has knowledge, occurring after such prepayment. In any case where the date hereof, which will entitle cost to the Lender to compensation pursuant to this Section. A certificate of funding the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amountFacility is increased, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodnotification to the Borrower provide a certified schedule explaining how the increased cost applies to the Facility.

Increased Cost. If a Lender determines that the introduction of, or any Regulatory Changechange in, any applicable law or regulation or in the interpretation or application thereof or compliance by such Lender with any applicable direction, request or requirement (whether or not having the force of law, and including any such direction, request or requirement which affects the manner in which such Lender of such Lender is required to or does allocate or maintain capital in support of its assets or liabilities) of any competent governmental, fiscal, monetary, or other authority does or will: (a) shall subject the such Lender to any tax, duty tax or other charge payment with respect reference to its Eurodollar Rate Advances, its obligation sums advanced or to make Eurodollar Rate Advances be advanced by such Lender or shall change payable by the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due Borrower under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of (i) tax on the such Lender’s overall net income of the Lender imposed by in the jurisdiction in which the Lender's of its principal office is locatedor Lending Office or (ii) as referred to in Clause 10); or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender or shall impose on the such Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances; and the result effect of any of the foregoing which is to (i) increase the cost to such Lender participating in the Lender of making Facility or maintaining any Eurodollar Rate Advance, or to (ii) reduce the amount of any sum received payment receivable by, or receivable by the effective return to, such Lender in respect of the Facility or (iii) impose an additional cost on such Lender resulting from such Lender’s Participation in the Facility, such Lender may through the Facility Agent so notify the Borrower, and the Borrower shall from time to time upon demand (whether or not such Lender’s Participation in the Loan has been repaid) pay to the Facility Agent for the account of such Lender such amounts as such Lender may certify in good faith to be necessary to compensate it for such tax, payment, increased cost or reduction (each an “increased cost”). Where such increased cost arises from circumstances contemplated above which affect the Lender’s business generally or the manner in which or extent to which that Lender allocates capital resources, the Lender under shall be entitled to such increased cost as it determines and certifies in good faith is fairly allocable to its Participation in the Facility. Nothing in this Agreement Clause 9.2 shall require any Lender to disclose confidential information relating to the organisation of its business or under the Notebusiness of any Holding Company. The Borrower and the Facility Agent, thenin consultation with such Lender, within 30 days after demand by shall discuss whether any alternative arrangement may be made to avoid such increased cost. So long as the Lendercircumstances giving rise to such increased cost continue, the Borrower shall pay to may, after giving the Lender such additional amount or amounts as will compensate the Lender for such increased cost or reduction. The Lender will promptly notify the Borrower of any event of Facility Agent not less than thirty (30) days’ prior written notice (which it has knowledge, occurring after the date hereof, which will entitle the Lender to compensation pursuant to this Section. A certificate of the Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive irrevocable), prepay all (but not only part of) such Lender’s Participation in the absence Loan in accordance with Clauses 5.3 and 5.4, and upon the giving of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on the part of the Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period notice such Lender’s outstanding Commitments shall not constitute a waiver of the Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Periodbe cancelled.

Increased Cost. If any Regulatory Change: : (a) shall subject the Lender Bank to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Note or its obligation to make Eurodollar Rate Advances Advances, or shall change the basis of taxation of payment to the Lender Bank of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the Lender Bank imposed by the laws of the United States or any jurisdiction in which the LenderBank's principal office is located); or or (b) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, including any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender Bank or shall impose on the Lender Bank or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the Lender Bank of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the Lender Bank under this Agreement or under the either Note, then, within 30 days after demand by the LenderBank, the Borrower Company shall pay to the Lender Bank such additional amount or amounts as will compensate the Lender Bank for such increased cost or reduction. The Lender Bank will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender Bank to compensation pursuant to this Section. A certificate of the Lender Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender Bank may use any reasonable averaging and attribution methods. Failure on the part of the Lender Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the LenderBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) A. shall subject the any Lender to any tax, duty or other charge with respect to its Eurodollar Rate Advances, the Note, or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the such Lender of the principal of or interest on Eurodollar Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of the such Lender imposed by the jurisdiction in which the such Lender's principal office is located); or (b) B. shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, the such Lender or shall impose on the such Lender or on the interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances Advances, the Note or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to the such Lender of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by the such Lender under this Agreement or under the Note, then, within 30 thirty (30) days after demand by the such Lender, the Borrower shall pay to the such Lender such additional amount or amounts as will compensate the such Lender for such increased cost or reduction. The Such Lender will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle the Lender it to compensation pursuant to this Section. A certificate of the any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the such Lender may use any reasonable averaging and attribution methods. Failure on the part of the any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of the such Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.