Common use of Increased Cost Clause in Contracts

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costs.

Increased Cost. The From time to time upon notice to the Borrower from the Bank the Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1a) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending the Principal Office is located); or (2b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of or credit or other assets of, or any deposits with or other liabilities of, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3c) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Bank for purposes of this Section 2.14 2.13 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans the Term Loan hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in U.S. federalFederal, state, municipal, or foreign laws laws, rules or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federalFederal, state, municipal, or any foreign laws laws, rules or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note in respect of any of such Loans the Term Loan (other than taxes imposed on or measured by the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is locatedLoan); 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate)Bank; or (3) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans the Term Loan or on amounts receivable by it in respect of Loanssuch Loan, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis basis. If the Bank determines that it is entitled to Additional Costs and unless otherwise required by lawso notifies the Borrower, the Borrower shall be based on have the ratio right within twenty (20) Business Days of Borrower's Loans being so notified to all loans of Bank requiring prepay in full the payment of Additional CostsTerm Loan.

Increased Cost. The Borrower shall pay to (a) If, after the Bank from time to time such amounts as Closing Date, the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making adoption or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereundertaking effect of, or any reduction in change in, any amount receivable by the Bank under this Agreement Applicable Law, rule, regulation or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipaltreaty, or any foreign laws change in the interpretation or regulations administration of any Applicable Law, rule, regulation or treaty by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request, rule, guideline or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Lender; (ii) shall subject the Lender or the Agent to any Taxes (other than Taxes described in clauses (b) and (c) of the definition of Excluded Taxes, Taxes indemnified pursuant to Section 3.1 and Connection Income Taxes); or (iii) shall impose on the Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining its Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then, upon demand by such Lender (which 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 the Agent), the Borrower shall pay directly to the Lender such additional amount as will compensate the Lender for such increased cost or such reduction. (b) If the 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 court Governmental Authority, central bank or governmental or monetary authority comparable agency charged with the interpretation or administration thereof, or the compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by the Lender or such controlling Person to be material, then from time to time, upon demand by the Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof ("Regulatory Change"in reasonable detail, a copy of which shall be furnished to the Agent), which: (1) changes the basis of taxation of any amounts payable Borrower shall pay to the Bank under this Agreement Lender such additional amount as will compensate the Lender or such controlling Person for such reduction. (c) Notwithstanding anything herein to the Note in respect of any of such Loans contrary, (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is located); or (2i) imposes or modifies any reserveall requests, special depositrules, compulsory loanguidelines, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations directives promulgated by the Bank for purposes International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in Applicable Law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding anything to the contrary in this Section 2.14 of 3.2, the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts Borrower shall not be required to compensate the Bank Lender for any amounts in respect of any Additional Costs, shall be conclusive, absent manifest error, provided this Section 3.2 (excluding Taxes described in Section 3.2(a)(ii)) incurred more than 180 days prior to the date that the Lender delivers the statement making the demand for such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costspayment.

Increased Cost. The Borrower shall pay to (a) If Regulation D of the Bank Board of Governors of the Federal Reserve System, as the same may be amended or supplemented from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereundertime, or any reduction in other requirement of law or regulation applicable to any amount receivable by Bank, including, without limitation, the Bank under this Agreement United States or the Note in respect of United Kingdom or any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, county or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipalpolitical subdivision thereof, or any foreign laws order or regulations decree or in the interpretation or application thereof or compliance by a Bank with any request or directive (whether or not having the force of law) by occurring after the date hereof from any court or governmental central bank or monetary authority or other governmental authority: (1) does or shall subject such Bank to any tax of any kind whatsoever with respect to this Agreement or any Eurocurrency Rate Loan, or change the basis of taxation of payments to such Bank of principal, Facility Fees, interest or other amount payable hereunder (except for changes in the rate of tax on general income and similar taxes on the overall net income of such Bank in any jurisdiction); or (2) does or shall impose, modify or hold applicable or change any reserve, special deposit, Federal Deposit Insurance Corporation premium, compulsory loan or similar requirement against assets held by, or deposits 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 such Bank which are not otherwise included in the determination of the LIBO Rate hereunder; or (3) does or shall impose on such Bank any other condition; and the result of any of the foregoing is to increase the cost to such Bank of making, renewing, converting or maintaining advances or extensions of credit as Eurocurrency Rate Loans, or to reduce any amount receivable in respect of such Eurocurrency Rate Loans then, in any such case, the Borrowers shall promptly pay to such Bank such additional amount which will compensate the Bank for such additional cost or reduced amount receivable which the Bank deems to be material as determined by the Bank with respect to this Agreement or the Eurocurrency Rate Loans hereunder. (b) If any Bank shall have determined that compliance by such Bank with any applicable law, governmental rule, regulation or order of any jurisdiction applicable to such Bank (including, without limitation, the United States or the United Kingdom or any state, county or political subdivision thereof) regarding capital adequacy of banks or bank holding companies, or any interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof thereof, or compliance by such Bank with any request or directive regarding capital adequacy ("Regulatory Change"), which: (1whether or not having the force of law and whether or not failure to comply therewith would be unlawful) changes the basis of taxation of any amounts payable to such authority, central bank or comparable agency, has or would have the Bank under this Agreement or effect of reducing the Note in respect rate of any return on such Bank's capital as a consequence of such Loans Bank's obligations hereunder to a level below that which such Bank could have achieved but for such compliance (other than taxes imposed on the overall net income of the taking into consideration such Bank's policies with respect to capital adequacy immediately before such compliance and assuming that such Bank's capital was fully utilized prior to such compliance) by an amount deemed by such Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is located); or (2) imposes or modifies any reserveto be material, special depositthen, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities ofupon demand, the Bank (including any of Borrowers shall immediately pay to such Loans or any deposits referred Banks as are so affected such additional amounts as shall be sufficient to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note (or any of compensate such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring Banks for such reduced return, together with interest on each such amount from four Business Days after the date demanded until payment in full thereof at the rate of this Agreement which will entitle interest of 3% per annum over the Alternate Base Rate. In determining such amount, such Bank to compensation may use any reasonable averaging and attribution methods. No liability or cost pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations 2.13(b) shall be incurred by the Borrowers prior to, or relating to any period before, the date that the Borrowers receive a demand from a Bank for under this Section 2.13(b). (c) If a Bank becomes entitled to claim any additional amounts pursuant to this Section 2.13, it shall promptly notify the Borrowers thereof. A certificate as to any additional amounts payable pursuant to the foregoing submitted by a Bank to the Borrowers shall be conclusive absent manifest error. For purposes of the application of this Section 2.14 2.13, and in calculating the amount necessary to compensate such Bank for any imposition of or increase in capital requirements or taxes hereunder, such Bank shall determine the effect applicability of this provision and calculate the amount payable to it hereunder in a manner consistent with the manner in which it shall apply and calculate similar compensation payable to it by other borrowers having provisions in their credit agreements comparable to this Section 2.13. (d) If any Bank shall, at any time, incur costs associated with reserve requirements pursuant to Regulation D in connection with the making or maintenance of any Regulatory Change on its Eurocurrency Rate Loan, then the Borrowers shall immediately pay such costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsaccordance with Section 2.13(c) hereof.

Increased Cost. The Borrower shall pay to (a) If, after the Bank from time to time such amounts as Closing Date, the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunderadoption of, or any reduction change in, any applicable law, rule or regulation, or any change in any amount receivable by the Bank under this Agreement interpretation or the Note in respect administration of any such Loans applicable law, rule or such obligation regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (such increases provided that notwithstanding anything herein to the contrary, the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in costs and reductions connection therewith shall be considered a change in amounts receivable being herein called "Additional Costs")applicable law, resulting from any change after regardless of the date of this Agreement in U.S. federalenacted, state, municipal, adopted or foreign laws or regulations (including Regulation Dissued), or the adoption compliance by any Lender with any request or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any court Lender; or governmental (ii) shall impose on any Lender any other condition affecting its ability to make loans; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or monetary authority to impose a cost on) such Lender of making or maintaining any loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which 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), and without duplication of other payment obligations of Borrowers hereunder (including pursuant to Section 3.1), Borrowers shall pay directly to such Lender such additional amount as will compensate 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. 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 shall reasonably determine that any change after the 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 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 ("Regulatory Change"), which: (1whether or not having the force of law) changes the basis of taxation of any amounts payable to the Bank under this Agreement such authority, central bank or the Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank comparable agency, has or of its Lending Office for any of such Loans by the jurisdiction where 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 of would have the effect of any Regulatory Change reducing the rate of return on its costs such Lender’s or such controlling Person’s capital as a consequence of making such Lender’s obligations hereunder to a level below that which such Lender or maintaining Loans such controlling Person could have achieved but for such change, adoption, phase-in or on amounts receivable compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by it in respect an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five Business Days of Loans, demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the additional amounts required to compensate the Bank amount thereof in respect reasonable detail, a copy of any Additional Costs, which shall be conclusivefurnished to Agent), absent manifest errorBorrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, provided 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 determinations are made on a reasonable basis and unless otherwise required by lawcosts or reductions has retroactive effect, such 180 day period shall be based on extended to include the ratio period of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsretroactive effect.

Increased Cost. The Borrower shall pay to (a) If (i) Regulation D or (ii) after the Bank from time to time such amounts as date hereof, the Bank may determine to be necessary to compensate the Bank for adoption of any costs incurred by the Bank which the Bank determines are attributable to its making applicable law, rule or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunderregulation, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipaltherein, or any foreign laws change in the interpretation or regulations administration thereof by any governmental or regulatory 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) by of any court or such governmental or monetary authority charged with the interpretation regulatory authority, central bank or administration thereof comparable agency (a "Regulatory Change")): (A) shall subject any Bank to any tax, which: (1) changes duty or other charge with respect to its LIBOR Loans, its Note or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts payable to the Bank due under this Agreement or the Note in respect of any of such its LIBOR Loans or its obligation to make LIBOR Loans (other than except for taxes imposed on or changes in the rate of tax on the overall net income of the Bank such Bank); or (B) shall impose, modify or of its Lending Office for deem applicable any of such Loans reserve (including, without limitation, any reserve imposed by the jurisdiction where such Lending Office is locatedBoard of Governors of the Federal Reserve System); or (2) imposes or modifies any reserve, special deposit, compulsory loan, capital or similar requirements relating to any extensions of credit or other requirement against assets of, or any deposits with or other liabilities for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Bank (including any of such Loans London interbank market, impose, modify or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes deem applicable any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR 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) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Note 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 Note inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the increase in cost or any reduction in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such extensions of credit Bank as additional interest, such additional amount or liabilities)amounts as will compensate such Bank for such increased cost or reduction. The 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 date of this Agreement hereof, which will entitle the such Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensationSection. Determinations The determination by the any Bank for purposes of under this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amount or amounts required to compensate the Bank in respect of any Additional Costs, be paid to it hereunder shall be conclusive, absent conclusive in the absence of manifest error. In determining such amount or amounts, provided that such determinations are made on 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 two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans from 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 2.10. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a reasonable basis and unless otherwise required by lawFloating Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall be based on the ratio of make such a Floating Rate Loan to Borrower's Loans to all loans of Bank requiring the payment of Additional Costs.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the its Note (or any of such extensions of credit or liabilities). The Each Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle the such Bank to compensation pursuant to this Section 2.14 2.16 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.16 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The From time to time upon a thirty (30) day notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle the such Bank to compensation pursuant to this Section 2.14 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower Company shall pay to the Bank Lender from time to time such reasonable amounts as the Bank Lender may determine to be necessary to compensate the Bank Lender for any costs incurred by the Bank Lender which the Bank Lender determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank Lender under this Agreement or the Revolving Note in respect of any such Loans loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation DD and any applicable currency reserve requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks lenders including the Bank of Lender or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the Bank Lender under this Agreement or the Revolving Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office Lender for any of such Loans by the jurisdiction where such Lending the Principal 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate)Lender; or (3) imposes any other condition conditions affecting this Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Bank Lender will notify the Borrower Company in writing of any event occurring after the date of this Agreement which will entitle the Bank Lender to compensation pursuant to this Section 2.14 2.9 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations Reasonable determinations by the Bank Lender for purposes of this Section 2.14 2.9 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank Lender in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis, are not subject to manifest error and the written basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans for said determinations are given to all loans of Bank requiring the payment of Additional CostsCompany.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any the Loan as a LIBOR or Fixed Rate Loans Loan hereunder or its obligation to make any such Loans or maintain the Loan as a LIBOR Loan hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Note in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. United States federal, state, municipal, or foreign laws or regulations (including Regulation D), ) or the adoption or making after such date of any interpretations, directives, directives or requirements applying to a class of banks including the Bank of or under any U.S. United States federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1a) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such Loans Loan (other than taxes imposed on the overall net income of the Bank or of its Lending Office partners for any of such Loans by the jurisdiction where such Lending Office the Bank is located); or (2b) 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate)Bank; or (3c) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costs.

Increased Cost. The Borrower shall pay to In the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for event that any costs incurred by the Bank which the Bank determines are attributable to its making adoption or maintaining modification of any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunderlaw, treaty, rule, or any reduction in any amount receivable by the Bank under this Agreement regulation, or the Note in respect determination of any such Loans a court or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs")other governmental authority, resulting from or that any change in the interpretation or application thereof, which adoption, modification or change becomes effective after the date of this Agreement in U.S. federal, state, municipalhereof, or foreign laws in the event that compliance by Bank with and request or regulations (including Regulation D), or directive issued after the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations hereof (whether or not having the force of law) by from any court governmental authority: (A) does or governmental shall subject Bank or monetary authority charged any of its foreign offices to any tax of any kind whatsoever with respect to the interpretation Loan Documents, or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of payments to Bank of principal, interest, fees, or any amounts other amount payable to hereunder (except for changes in the Bank under this Agreement or the Note in respect rate of any of such Loans (other than taxes imposed tax on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is locatedBank); or (B) does or (2) imposes shall impose, modify, or modifies hold applicable any reserve, special deposit, compulsory loan, FDIC insurance, or similar requirements relating to any extensions of credit or other requirement against assets ofheld by, or any deposits with or other liabilities in or for the account of, the advances or loans by, other credit extended by or any other acquisition of funds by any office of Bank (including other than to the extent previously taken into account in determining the Prime Rate or statutory reserves); or (C) does or shall impose on Bank any other condition; and the result of any of such Loans the foregoing is to increase the cost to Bank of making, renewing, or maintaining the loans hereunder, or to reduce any deposits referred to in the definition of LIBOR Interest Rate amount receivable thereunder or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note (or under any of the Loan Documents; then, in any such extensions of credit or liabilities). The Bank will notify case, the Borrower of any event occurring after the date of this Agreement which will entitle the Bank shall promptly pay to compensation pursuant Bank, upon demand, such amount or amounts as may be necessary to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the compensate Bank for purposes of this Section 2.14 any additional cost or reduced amount received. Bank shall deliver to the Borrower a written statement of the effect of any Regulatory Change on its costs of making losses or maintaining Loans expenses sustained or on amounts receivable by it in respect of Loansincurred, and any reasonable allocation made by Bank of the additional amounts required to compensate the Bank in respect of any Additional Costs, such losses and expenses shall be conclusive, absent manifest error. Bank shall promptly notify the Borrower of any event of which it has knowledge, provided that such determinations are made on a reasonable basis and unless otherwise required by lawoccurring after the Closing Date, shall be based on the ratio of Borrower's Loans which event will entitle Bank to all loans of Bank requiring the payment of Additional Costscompensation under this Section.

Increased Cost. The Borrower shall pay to the Bank Agent, for the account of the applicable Bank, from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the Note Notes in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the Note Notes in respect of any of such Loans Loan (other than taxes imposed on the overall net income of the such Bank or of its Lending Office for any of such Loans Loan by the jurisdiction where such Lending the Principal 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, the such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the such Bank to compensation pursuant to this Section 2.14 2.10 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.10 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The From time to time upon notice to the Borrower from the Bank the Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks Bank including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the Bank pertaining to this Agreement (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the its Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs additional costs, as hereinafter defined, incurred by the Bank which the Bank determines are attributable to its the Bank making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Revolving Credit 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 after the date of this Loan Agreement in U.S. federalFederal, state, municipal, or foreign laws laws, rules or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federalFederal, state, municipal, or any foreign laws laws, rules or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Revolving Credit Note in respect of any of such LIBOR Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is locatedLoans); 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Loan Agreement or the Revolving Credit Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensationthe amount of the Additional Costs payable. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining LIBOR Loans or on amounts receivable by it in respect of such Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank reasonably determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the such Bank pertaining to this Agreement (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle the such Bank to compensation pursuant to this Section 2.14 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.13 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower Company shall pay to the Bank Agent from time to time such reasonable amounts as the Bank Agent may determine to be necessary to compensate the Bank Agent for any costs incurred by the Bank Agent which the Bank Agent determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans on behalf of the Lenders hereunder or its obligation to make any such Loans on behalf of the Lenders hereunder, or any reduction in any amount receivable by the Bank Agent under this Agreement or the Revolving Note in respect of any such Loans loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation DD and any applicable currency reserve requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks Agents including the Bank Agent of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the Bank Agent under this Agreement or the Revolving Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office Agent for any of such Loans by the jurisdiction where such Lending the Principal 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate)Agent; or (3) imposes any other condition conditions affecting this Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Bank Agent will notify the Borrower Company in writing of any event occurring after the date of this Agreement which will entitle the Bank Agent to compensation pursuant to this Section 2.14 2.9 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations Reasonable determinations by the Bank Agent for purposes of this Section 2.14 2.9 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank Agent in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis, are not subject to manifest error and the written basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans for said determinations are given to all loans of Bank requiring the payment of Additional CostsCompany.

Increased Cost. The Borrower shall pay to the Bank Bank, from time to time time, such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank Bank, which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans Loan hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Revolving Note in respect of any such Loans LIBOR Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called shall hereinafter be referred to as "Additional Costs"), resulting from any change change, after the date of this Agreement Agreement, in U.S. federalUnited States Federal, state, municipal, or foreign laws or regulations (including regulations, including, but nor limited to Regulation D), D of the Board of Governors of the Federal Reserve System or the adoption or making after such date of any interpretations, directives, directives or requirements applying to a class of banks including the Bank of or under any U.S. federalUnited States Federal, state, municipal, municipal or any - 27 - foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (hereinafter referred to as a "Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Revolving Note in respect of any of such Loans LIBOR Loan (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is locatedBank); 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 ofof the Bank, the Bank (including including, but not limited to, any of such Loans LIBOR Loan or any deposits referred to in the definition of the LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costs.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any convert to such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Note Notes 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: which (1a) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note Notes in respect of any of such Loans Loan (other than taxes imposed on the overall net income of the 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 , (2b) 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds RateLIBOR); , or (3c) imposes any other condition affecting this Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and shall provide to the Borrower therewith a statement setting forth the basis for, and a calculation in reasonable detail of the additional amounts to be paid to the Bank hereunder. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower Company shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are directly attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Revolving Note in respect of any such Loans loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation DD and any Eurocurrency Reserve Requirements), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Revolving Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending the Principal 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds RateEurocurrency Reserve Requirements); or (3) imposes any other condition conditions affecting this Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower Company in writing of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 2.13 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis, are not subject to manifest error and the written basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans for said determinations are given to all loans of Bank requiring the payment of Additional CostsCompany.

Increased Cost. The Borrower shall pay to the Bank Agent, for the account of the applicable Bank, from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the Note Notes in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the Note Notes in respect of any of such Loans Loan (other than taxes imposed on the overall net income of the such Bank or of its Lending Office for any of such Loans Loan by the jurisdiction where such Lending the Principal 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, the such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the such Bank to compensation pursuant to this Section 2.14 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Administrative Agent) the Borrower shall pay to the Administrative Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be reasonably necessary to compensate the such Bank for any increased costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Line of Credit Loans hereunder or its obligation to make any such Line of Credit Loans hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the its Line of Credit Note in respect of any such Line of Credit Loans or such obligation (such increases in costs and or reductions in amounts receivable being herein called "Additional Costs"), resulting solely from any change after the date of this Agreement in U.S. U.S., federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) applying to a class of banks including such Bank of or under U.S. federal, state, municipal, or foreign laws or regulations by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1a) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Line of Credit Note in respect of any of such Line of Credit Loans (other than taxes imposed on the overall net income of the such Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending the Principal Office is located); or (2b) 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, the such Bank (including any of such Loans or any deposits referred to in the definition Line of LIBOR Interest Rate or Cost of Funds RateCredit Loans); or (3c) imposes any other condition affecting this Agreement or the its Line of Credit Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the date of this Agreement which will entitle the such Bank to compensation pursuant to this Section 2.14 2.15 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.15 of the effect of any Regulatory Change on its costs of costsof making or maintaining Line of Credit Loans or on amounts receivable by it in respect of Loans, Line of Credit Loans and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, Costs shall be conclusive, absent manifest conclusive in the absence of demonstrable error, provided that such determinations by such Bank are made on a reasonable and provided further that written notice of such determinations shall have been given to the Borrower by such Bank setting forth in reasonable detail the reasons or basis for such determinations and unless otherwise the additional amounts required by law, to be paid. The payment of the additional amounts required hereunder shall be based made by the Borrower immediately on the ratio of date any Bank gives the required notice to the Borrower's Loans to all loans of Bank requiring the payment of Additional Costs.

Increased Cost. The Borrower shall pay to the Bank Bank, from time to time time, such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank Bank, which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans Loan hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Revolving Note in respect of any such Loans LIBOR Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called shall hereinafter be referred to as "Additional Costs"), resulting from any change change, after the date of this Agreement Agreement, in U.S. federalUnited States Federal, state, municipal, or foreign laws or regulations (including regulations, including, but nor limited to Regulation D), D of the Board of Governors of the Federal Reserve System or the adoption or making after such date of any interpretations, directives, directives or requirements applying to a class of banks including the Bank of or under any U.S. federalUnited States Federal, state, municipal, municipal or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (hereinafter referred to as a "Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Revolving Note in respect of any of such Loans LIBOR Loan (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is locatedBank); 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 ofof the Bank, the Bank (including including, but not limited to, any of such Loans LIBOR Loan or any deposits referred to in the definition of the LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Revolving Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costs.

Increased Cost. The From time to time upon notice to the Borrower from the Bank, the Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such LIBOR Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Note in respect of any such LIBOR Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, state or foreign municipal laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, state or any foreign municipal laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof (a "Regulatory Change"), which: which (1i) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such LIBOR Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such LIBOR Loans by the jurisdiction where such Lending the Principal Office is located); or (2ii) 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, the Bank (including any of such LIBOR Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3iii) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and upon the receipt of such notice the Borrower shall have the right to convert any LIBOR Loans to Prime Loans without paying such increased cost subject, however, to the provisions of Section 2.14. Determinations Determination by the any Bank for purposes of this Section 2.14 2.12 of the effect of any Regulatory Change on its costs of making or maintaining LIBOR Loans or on amounts receivable by it in respect of LIBOR Loans, and of the additional amounts required to compensate any the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The From time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the 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 Change in Law after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), Effective Date which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the date of this Agreement Effective Date which will entitle the such Bank to compensation pursuant to this Section 2.14 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.17 of the effect of any Regulatory Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, basis. The provisions of this Section 2.17 shall be based on the ratio survive termination of Borrower's Loans to all loans of Bank requiring the payment of Additional Coststhis Agreement.

Increased Cost. The Borrower Borrowers shall pay to the Bank from time -------------- to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower Borrowers of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costs.this

Increased Cost. The From time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the 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 Change in Law after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), Effective Date which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the 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. The Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the date of this Agreement Effective Date which will entitle the such Bank to compensation pursuant to this Section 2.14 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.17 of the effect of any Regulatory Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, basis. The provisions of this Section 2.17 shall be based on the ratio survive termination of Borrower's Loans to all loans of Bank requiring the payment of Additional Coststhis Agreement.

Increased Cost. The Borrower Lessor shall pay to the Bank Lenders from time to time -------------- such amounts as the Bank any Lender may determine to be necessary to compensate the Bank such Lender for any costs incurred by the Bank such Lender which the Bank such Lender determines are attributable to its making funding or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans the Notes held by it hereunder, or any reduction in any amount receivable by the Bank such Lender under this Loan Agreement or the Note in respect of any such Loans or such obligation Note (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of any Lender or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is located); or (2i) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or commitments to extend credit or other assets ofof (funded or contingent), or any deposits with or other the liabilities of, the Bank such Lender (including any of such Loans liabilities or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Eurodollar Rate, as applicable); or (3ii) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions extension of credit or liabilities)hereunder. The Bank Each Lender will notify the Borrower Lessor of any event occurring after the date of this Loan Agreement which will entitle the Bank such Lender to compensation pursuant to this Section 2.14 paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank such Lender for purposes of this Section 2.14 paragraph of the effect of any Regulatory Change on its costs of making funding or maintaining Loans the Notes or on amounts receivable by it in respect of LoansNotes, and of the additional amounts required to compensate the Bank such Lender in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement Note in U.S. federal, state, municipal, municipal or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, municipal or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office the Bank 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the Note (or any of such extensions extension of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement hereof which will entitle the Bank to compensation pursuant to this Section 2.14 hereto as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 hereof of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans the 2006 Term Loan hereunder, or any reduction in any amount receivable by the Bank under this Loan Agreement or the Note in respect of any such Loans Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in U.S. federalFederal, state, municipal, or foreign laws laws, rules or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federalFederal, state, municipal, or any foreign laws laws, rules or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Loan Agreement or the Note in respect of any of such Loans the 2006 Term Loan (other than taxes imposed on or measured by the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is locatedLoan); 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate)Bank; or (3) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Loan Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided that (i) if the Bank fails to give such notice within 90 days after it obtains knowledge of such an event (or, in the exercise of ordinary due diligence, should have obtained knowledge thereof), the Bank shall be entitled to payment under this Section 2.08 only for costs incurred from and after the date 90 days prior to the date that the Bank does give such notice, and (ii) the Bank will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable judgment of the Bank be otherwise disadvantageous to the Bank. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans the 2006 Term Loan or on amounts receivable by it in respect of Loanssuch Loan, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis basis. If the Bank determines that it is entitled to Additional Costs and unless otherwise required by lawso notifies the Borrower, the Borrower shall be based on have the ratio right within twenty (20) Business Days of Borrower's Loans being so notified to all loans of Bank requiring prepay in full the payment of Additional Costs2006 Term Loan.

Increased Cost. The From time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the 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 after the date of this Agreement Effective Date in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the date of this Agreement Effective Date which will entitle the such Bank to compensation pursuant to this Section 2.14 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement Agreement, the Note or the Additional 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement Agreement, the Note or the Additional Note in respect of any of such the Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where the New York 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition materially affecting this Agreement Agreement, the Note or the Additional Note (or any of such extensions of credit or liabilities)) in an adverse manner. The Bank will notify the Borrower in writing of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The Borrower shall have thirty (30) days after the receipt of such written notice to remit such additional compensation to the Bank. Determinations by the Bank for purposes of this Section 2.14 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower Lessor shall pay to the Bank Lenders from time to -------------- time such amounts as the Bank any Lender may determine to be necessary to compensate the Bank such Lender for any costs incurred by the Bank such Lender which the Bank such Lender determines are attributable to its making funding or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans the Notes held by it hereunder, or any reduction in any amount receivable by the Bank such Lender under this Loan Agreement or the Note in respect of any such Loans or such obligation Note (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date of this Loan Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is located); or (2i) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or commitments to extend credit or other assets ofof (funded or contingent), or any deposits with or other the liabilities of, the Bank such Lender (including any of such Loans liabilities or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Eurodollar Rate, as applicable); or (3ii) imposes any other condition affecting this Loan Agreement or the Note (or any of such extensions extension of credit or liabilities)hereunder. The Bank Each Lender will notify the Borrower Lessor of any event occurring after the date of this Loan Agreement which will entitle the Bank such Lender to compensation pursuant to this Section 2.14 paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank such Lender for purposes of this Section 2.14 paragraph of the effect of any Regulatory Change on its costs of making funding or maintaining Loans the Notes or on amounts receivable by it in respect of LoansNotes, and of the additional amounts required to compensate the Bank such Lender in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The From time to time upon a thirty (30) day notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle the such Bank to compensation pursuant to this Section 2.14 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.17 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to (a) If (i) Regulation D of the Bank from time to time such amounts Federal Reserve Board as in effect on the Bank may determine to be necessary to compensate date hereof ("Regulation D") or (ii) after the Bank for date hereof, the adoption of any costs incurred by the Bank which the Bank determines are attributable to its making applicable law or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunderregulation, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipaltherein, or any foreign laws change in the interpretation or regulations (whether or not having the force of law) administration thereof by any court governmental authority, central bank or governmental or monetary authority comparable agency charged with the interpretation or administration thereof thereof, or compliance by the Bank with any request or directive of any such authority, central bank or comparable agency (a "Regulatory Change")): (A) shall subject the Bank to any tax, which: (1) changes duty or other charge with respect to the Loans while the interest rate on the Loans is derived from LIBOR or its obligation to make such Loans, or shall change the basis of taxation of any amounts payable payments to the Bank of the principal of or interest on such Loans or any other amounts due under this Agreement or the Note in respect of any of such Loans or its obligation to make such Loans (other than taxes imposed except for changes in the rate of tax on the overall net income of the Bank or the lending office of its Lending Office for any of the Bank making such Loans imposed by the jurisdiction where jurisdictions in which such Lending Office is Bank's principal executive office or such lending office are located); or (B) shall impose, modify or cause to be applicable any reserve (2) imposes or modifies including, without limitation, any reserveimposed by the Federal Reserve Board), special depositdeposit or similar requirement against assets of, compulsory loandeposits with or for the account of, or similar requirements relating credit extended by, the Bank or such lending office or shall impose on the Bank (or such lending office) or all interbank markets applicable to such Loans any other condition affecting such Loans or its obligation to make such Loans; and the result of any of the foregoing is to increase the cost to the Bank (or such lending office) of making or maintaining any such Loan, or to reduce the amount of any sum received or receivable by the Bank (or such lending office) under this Agreement or the Note, by an amount deemed by the Bank to be material, the Borrower shall pay to the Bank such additional amount or amounts as will compensate the Bank for any such increased cost or reduction incurred or suffered by the Bank from and after the later of (i) the date that is 15 days prior to receipt of notice from the Bank of such costs and (ii) the last date preceding receipt of such notice from the Bank on which interest was due and payable pursuant to Section 2.6 on any such Loan. (b) Without limiting the effect of the foregoing, so long as the Bank shall be required to maintain reserves against "Eurocurrency liabilities" under Regulation D (or, so long as the Bank may be required, by reason of any Regulatory Change, to maintain reserves against any other category of liabilities which includes deposits by reference to which LIBOR is determined as provided in this Agreement or against any category of extensions of credit or other assets of, or any deposits with or other liabilities ofof the Bank which includes the Loans as LIBOR-based loans) (such reserves are collectively called "Reserves") the Borrower shall pay to the Bank an amount (reasonably estimated by the Bank) for each day during each Interest Period for such Loans equal to the product of the following: (i) the principal amount of each Loan to which such Interest Period relates; multiplied by (ii) the difference between (A) a fraction, the Bank numerator of which is LIBOR (including any expressed as a decimal) applicable to such Loan and the denominator of such Loans or any deposits referred to in which is one (1) minus the definition of LIBOR Interest Rate or Bank's Actual Reserve Cost of Funds Rate)(defined below) (expressed as a decimal) and (B) LIBOR; or (3) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costs.multiplied by

Increased Cost. The From time to time upon notice to the Borrower from the Lender, the Borrower shall pay to the Bank from time to time Lender such amounts as the Bank Lender may determine to be necessary to compensate the Bank Lender for any costs incurred by the Bank Lender which the Bank Lender determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank Lender under this Agreement or the Note Notes 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank Lender of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: (1a) changes the basis of taxation of any amounts payable to the Bank Lender under this Agreement or the Note Notes in respect of any of such Loans (other than taxes Taxes imposed on the overall net income of the Bank or of its Lending Office Lender for any of such Loans by the jurisdiction where such Lending the Lender Principal Office is located); or (2b) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of or credit or other assets of, or any deposits with or other liabilities of, the Bank Lender (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds RateLIBOR); or (3c) imposes any other condition affecting this Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Bank Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank Lender to compensation pursuant to this Section 2.14 8.5 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, but in no event will Borrower be liable for Additional Costs arising from any Regulatory Change which occurred more than six (6) months before the date of such notice. Determinations by the Bank Lender for purposes of this Section 2.14 8.5 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any the Bank Lender in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such the Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where the New York 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition materially affecting this Agreement or the Note (or any of such extensions of credit or liabilities)) in an adverse manner. The Bank will notify the Borrower in writing of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 2.11 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The Borrower shall have thirty (30) days after the receipt of such written notice to remit such additional compensation to the Bank. Determinations by the Bank for purposes of this Section 2.14 2.11 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to If after the Bank from time to time such amounts as date hereof, the Bank may determine to be necessary to compensate adoption of any applicable law, rule or regulation, or any change therein, or any change in the Bank for interpretation or administration thereof by any costs incurred governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Bank which the Bank determines are attributable to its making with any request or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations directive (whether or not having the force of law) by of any court such authority, central bank or governmental comparable agency: (i) shall subject the Bank to any tax, duty or monetary authority charged other charge with respect to the interpretation Loans, the Notes or administration thereof ("Regulatory Change")its obligation to make the Loans, which: (1) changes or shall change the basis of taxation of any amounts payable payments to the Bank of the principal of or interest on the Loans or any other amounts due under this Agreement or the Note in respect of any of such its Loans or its obligation to make Loans (other than taxes imposed except for changes in the rate of tax on the overall net income of the Bank or of its Lending Office for any of such Loans imposed by the jurisdiction where such Lending Office in which the Bank's principal executive office is located); ; (ii) shall impose, modify or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loan, deposit or similar requirements relating to requirement (including, without limitation, any extensions such requirement imposed by the Board of credit or other Governors of the Federal Reserve system against assets of, or any deposits with or other liabilities for the account of, or credit extended by, the Bank (including any of such Loans or any deposits referred to in shall impose on the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes Bank any other condition affecting the Loans, the Notes or its obligation to make the Loans; or (iii) has or would have the effect of reducing the rate of return on the Bank's capital as a consequence of its obligations hereunder to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank's policies with respect to capital adequacy), and the result of any of the foregoing is to increase the cost to the Bank or making or maintaining any Loan, or to reduce the amount of any sum received or receivable by the Bank under this Agreement or under the Note (Notes with respect thereto, by an amount deemed by the Bank to be material, then, within 15 days after demand by the Bank, the Company shall pay to the Bank such additional amount or any of amounts as will compensate the Bank for such extensions of credit increased cost or liabilities)reduction. The Bank will promptly notify the Borrower Company of any event of which it has knowledge, occurring after the date of this Agreement hereof, which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensationSection. Determinations by A certificate of the Bank for purposes of claiming compensation under this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of setting forth the additional amount or amounts required to compensate be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Bank in respect of may use any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis averaging and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsattribution methods.

Increased Cost. The From time to time upon notice to the Borrower from a Bank (with a copy to the Agent) the Borrower shall pay to the Agent for the account of the applicable Bank from time to time such amounts as the any Bank may determine to be necessary to compensate the such Bank for any costs incurred by the such Bank which the such Bank reasonably determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans Loan hereunder or its obligation to make any such Loans Loan hereunder, or any reduction in any amount receivable by the such Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the such Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1) changes the basis of taxation of any amounts payable to the such Bank under this Agreement or the its Note in respect of any of such Loans (other than taxes imposed on the overall net income of the 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, the such Bank pertaining to this Agreement (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting this Agreement or the its Note (or any of such extensions of credit or liabilities). The Such Bank will notify the Borrower (with a copy to the Agent) of any event occurring after the date of this Agreement which will entitle the such Bank to compensation pursuant to this Section 2.14 2.13 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the any Bank for purposes of this Section 2.14 2.13 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the any such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any convert to such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the Note Notes 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("“Regulatory Change"”), which: which (1a) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note Notes in respect of any of such Loans Loan (other than taxes imposed on the overall net income of the 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 , (2b) 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, the Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds RateLIBOR); , or (3c) imposes any other condition affecting this Agreement or the Note Notes (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and shall provide to Borrower therewith a statement setting forth the basis for, and a calculation in reasonable detail of the additional amounts to be paid to the Bank hereunder. Determinations by the Bank for purposes of this Section 2.14 of the effect of any Regulatory Change on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.

Increased Cost. The Borrower shall pay to (a) If (i) Regulation D or (ii) after the Bank from time to time such amounts as date hereof, the Bank may determine to be necessary to compensate the Bank for adoption of any costs incurred by the Bank which the Bank determines are attributable to its making applicable law, rule or maintaining any LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunderregulation, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipaltherein, or any foreign laws change in the interpretation or regulations 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) by of any court such authority, central bank or governmental or monetary authority charged with the interpretation or administration thereof comparable agency (a "Regulatory Change")): (A) shall subject any Bank to any tax, which: (1) changes duty or other charge with respect to its Eurocurrency Loans, its Note or its obligation to make Eurocurrency Loans or shall change the basis of taxation of payments to any Bank of the principal of or interest on its Eurocurrency Loans or any other amounts payable to the Bank due under this Agreement or the Note in respect of any of such its Eurocurrency Loans or its obligation to make Eurocurrency Loans (other than taxes imposed except for changes in the rate of tax on the overall net income of the any such Bank or of its Lending Office for any of such Loans imposed by the jurisdiction where in which such Lending Office Bank's principal executive office is located); or (B) shall impose, modify or deem applicable any reserve (2) imposes or modifies including, without limitation, any reserveimposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, capital or similar requirements relating to any extensions of credit or other requirement against assets of, or any deposits with or other liabilities for the account of, or credit extended or committed to be extended by, any Bank or shall impose on any Bank or on the Bank (including any United States market for certificates of such Loans deposit or any the interbank market for Eurocurrency deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3) imposes any other condition affecting any Bank's Loans, its Note or its obligation to make 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) any Bank of making or maintaining any Eurocurrency Loan or to reduce the amount of any sum received or receivable by any Bank under this Agreement or under its Note with respect thereto, by an amount deemed by such Bank to be material, and if such Bank is not otherwise fully compensated for such cost or reduction by virtue of the Note (or any inclusion of the reference to "Reserve Percentage" in the calculation of the interest rate applicable to Eurocurrency Loans, then, within 15 days after demand by such Bank, Borrower shall pay for the account of such extensions of credit Bank as additional interest, such additional amount or liabilities)amounts as will compensate such Bank for such increased cost or reduction. The Any Bank will promptly notify the Agent, who in turn shall promptly notify Borrower of any event of which it has knowledge, occurring after the date of this Agreement hereof, which will entitle the such Bank to compensation pursuant to this Section 2.14 as promptly as practicable after it obtains knowledge thereof and determines to request Section. A certificate of such compensation. Determinations by the Bank for purposes of claiming compensation under this Section 2.14 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. Upon reasonable request of Borrower, each Bank claiming additional compensation under this Section shall provide to Borrower additional information with respect to the effect determination of such additional amount or amounts. In determining such amount or amounts, Bank may use any Regulatory Change on reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two Eurocurrency Business Days' prior notice to Agent, repay in full its costs then outstanding Eurocurrency Loans from such Bank, together with accrued interest thereon to the date of making or maintaining Loans or on prepayment and any other amounts receivable by it due under Section 2.10. Concurrently with repaying such Eurocurrency Loans, Borrower may borrow a Prime Loan in respect an amount equal to the aggregate principal amount of such Eurocurrency Loans, and of the additional amounts required to compensate the such Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that make such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional CostsPrime Loan.

Increased Cost. The Borrower shall pay to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate the Bank for any costs incurred by the Bank which the Bank determines are attributable to its making or maintaining any loans at the LIBOR or Fixed Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by the Bank under this Agreement or the 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 after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including the Bank of or under any U.S. federal, state, municipal, or any foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change"), which: (1i) changes the basis of taxation of any amounts payable to the Bank under this Agreement or the Note in respect of any of such Loans (other than taxes imposed on the overall net income of the Bank or of its Lending Office for any of such Loans by the jurisdiction where such Lending Office is locatedTerm Loan); or (2ii) 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, the Bank (including any of such Loans the Term Loan or any deposits referred to in the definition of LIBOR Interest Rate or Cost of Funds Rate); or (3iii) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities). The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Bank to compensation pursuant to this Section 2.14 2.2.5 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by the Bank for purposes of this Section 2.14 2.2.5 of the effect of any Regulatory Change on its costs of making or maintaining Loans loans based on the LIBOR Rate or on amounts receivable by it in respect of Loansthe Term Loan, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, absent manifest error, provided that such determinations are made on a reasonable basis and unless otherwise required by law, shall be based on the ratio of Borrower's Loans to all loans of Bank requiring the payment of Additional Costsbasis.