Common use of Increased Costs and Reduced Return Clause in Contracts

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, Borrower shall pay to Lender such additional amounts as will compensate Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by Lender until payment in full to Lender at the highest interest rate applicable to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Agent or such Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate Lender Lender, or its agents, for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined The Borrower agrees that if any Governmental Authority enacts or promulgates after the adoption or implementation ofdate hereof any Law, or any change in, any law, rule, treaty or regulation, or any policyrequest, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) shall (i) subject Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, change in the interpretation or change the basis of taxation of payments to Lender administration of any amounts payable hereunder existing Law by any Governmental Authority charged with the administration thereof, which shall either (except for taxes on the overall net income of Lender), (iia) impose, affect, modify or deem applicable any reserve, special deposit deposit, capital maintenance or similar requirement against any the Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iiib) impose on the Lender any other condition regarding this Agreement or any the Loan, this Agreement, or the Note, or (c) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting the Lender being imposed or modified or deemed applicable to the Lender and the result of any event referred to in clauses clause (ia), (iib) or (iiic) above shall be to increase the cost to the Lender of making any Loanmaking, funding or agreeing to make any maintaining the Loan or to reduce the amount of any amount received or sum receivable by the Lender or the Lender’s rate of return on capital with respect to the Loan to a level below that which the Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration the Lender’s policies with respect to capital adequacy) by an amount deemed by the Lender (in the exercise of its reasonable discretion) to be material, then, upon demand by Lenderthe Lender in writing, the Borrower shall pay to Lender such the Lender, within ten (10) Business Days after receipt of the Lender’s written demand and the statement described in the following sentence, additional amounts as will which shall be sufficient to compensate the Lender for such increased costs cost or reductions reduced rate of return, provided that the Borrower shall have no obligation to pay any such amount (x) to the extent that such increased cost or reduction in amount. All amounts payable under this Section shall bear rate of return on capital is a result of any one or more of the following: (1) the Lender’s transfer of its interest from in the date of demand by Lender until payment in full Loan and the Note to Lender at the highest interest rate another lending office, (2) circumstances applicable to the ObligationsLender but not of general application to other similar lenders, (3) a downgrade in the credit rating accorded the Lender (or an Affiliate of the Lender) by any credit rating agency, or (4) the Lender’s unreasonably treating the Loan less favorably than other similarly situated loans in the Lender’s loan portfolio, or (y) except after an Event of Default shall have occurred, in the case of any Person that becomes a Lender after the date hereof, to the extent that the amount of the increased cost or reduction in rate of return on capital exceeds the amount of the increased cost or reduction in rate of return on capital that would have been suffered by the Initial Lender if the Initial Lender owned such Person’s interest in the Loan. A certificate In the absence of Lender claiming compensation under this Sectionmanifest error, specifying the event herein above described and the nature of such event shall be submitted by Lender to Borrower, a statement setting forth the additional basis for requesting such compensation and the method for, and reasonable calculations for, determining the amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking submitted by the provisions of this SectionLender to the Borrower, and the same shall be final final, conclusive and conclusive absent manifest errorbinding on all parties for all purposes.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority governmental authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase in any material respect the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under With respect to this Section 9.2, Lender shall bear interest from the date of demand by treat Borrower no differently than Lender until payment in full to Lender at the highest interest rate applicable to the Obligationstreats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. Failure or delay on the part of Lender to demand compensation pursuant to this Section shall not constitute a waiver of Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate Lender pursuant to this Section for any increased costs incurred more than 180 days prior to the date that Lender notifies Borrower of the change giving rise to such increased costs and of Lender’s intention to claim compensation therefor; provided further that, if the change giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduced Return. (a) If any Lender shall have determined in its sole judgment that the adoption or adoption, implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration thereof by, any court, central bank or other administrative authority or governmental authorityGovernmental Authority, or compliance by such Lender with any directive of, of or guideline from, from any central bank or other administrative authority or Governmental Authority or the introduction of, of or change in, in any accounting principles applicable to Lender (in each case, whether or not having the force of law) ), shall (i) subject Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to such Lender of any amounts payable hereunder (except for taxes on the overall net income of such Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, of the Obligations of Borrower to such Lender or against assets of or held by, or deposits with or for the account of, or credit extended by, such Lender, or (iii) impose on such Lender any other condition regarding this Agreement or any Loanof the Obligations of Borrower to such Lender, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to such Lender of making any Loan, Revolving Loan or agreeing maintaining its agreement to make any Revolving Loan or to reduce any amount received or receivable by Lendersuch Lender hereunder, then, upon demand by LenderAgent, Borrower shall pay to Lender such Lender, in immediately available funds, such additional amounts as will compensate such Lender for such increased costs or reductions in amount. , together with interest on such additional amounts. (b) If any Lender shall have determined in its sole judgment exercised reasonably that any Capital Guideline or adoption or implementation of, or any change in, any Capital Guideline by the Governmental Authority charged with the interpretation or administration thereof, or compliance by such Lender with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, of the implementation of, or any change in, any applicable accounting principles (in each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by such Lender, and such Lender determines that the amount of such capital is increased as a direct or indirect consequence of any Revolving Loan made or maintained, or any commitment or agreement to make Advances, or such Lender’s other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on such Lender’s capital to a level below that which such Lender could have achieved but for such circumstances as a consequence of any Revolving Loan made or maintained or the commitment or agreement to make Advances, or such Lender’s other obligations hereunder (in each case, without limitation, taking into consideration such Lender’s policy with respect to capital adequacy), then, upon demand by Agent, Borrower shall pay to such Lender from time to time such additional amounts as will compensate such Lender for such cost of maintaining such increased capital or such reduction in the rate of return on such Lender’s capital. (c) All amounts payable under this Section 12.3 shall bear interest from the date of demand by Lender Agent until payment in full to the applicable Lender at the highest interest rate applicable to the ObligationsDefault Rate. A certificate of any Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event Section 12.3 shall be submitted by such Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇such Lender’s reasons for invoking the provisions of this SectionSection 12.3, and the same shall be final and conclusive (absent manifest error).

Increased Costs and Reduced Return. (a) If Lender shall have determined that on or after the date hereof, the adoption or implementation of, of or any change in, in any law, rule, treaty applicable Law or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, applicable to any court, central bank or other administrative or governmental authorityLender, or compliance by any Lender with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawLaw) shall from any Governmental Authority, in each case made subsequent to the date hereof (or, if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement or any Loan made hereunderof the Subordinated Debentures, or change the basis of taxation of payments to such Lender of any amounts payable hereunder in respect thereof (except for taxes on the overall net income (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of Lenderany failure of such Lender to comply with its obligations under Section 3.01(d), ) and (B) Excluded Taxes); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Lender, or ; or (iii) shall impose on such Lender any other condition regarding this Agreement or (excluding any Loan, tax of any kind whatsoever); and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Lender of making any Loanmaking, continuing or agreeing to make any maintaining the Loan or to reduce any amount received receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender in accordance herewith, the Borrower shall be obligated to pay such Lender, within 10 Business Days of its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or receivable reduced amount receivable. (b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority has or would have the effect of reducing the rate of return on such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon demand by Lendernotice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased reduction; provided, that the Borrower shall not required to compensate any Lender pursuant to subsection (a) above or this subsection (b) for any additional costs or reductions suffered more than 180 days prior to the date such Lender notifies the Borrower of the circumstances giving rise to such additional costs or reductions and of such Lender's intentions to claim compensation therefor, and provided, further, that, if the Change in amountLaw or in the interpretation or administration thereof giving rise to such additional costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. All Each determination by any such Lender of amounts payable owing under this Section 3.02 shall, absent manifest error, be conclusive and binding on the parties hereto. (c) A certificate in reasonable detail of each Lender setting forth such amount or amounts as shall bear interest from be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the date of demand by Lender until payment in full to Lender at the highest interest rate applicable case may be, shall be delivered to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described Borrower and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this Section 3.02, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period, except as expressly otherwise provided above. The protection of this Section 3.02 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority governmental authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) ), in each case after the date hereof, shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase in any material respect the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under With respect to this Section 9.2, Lender shall bear interest from the date of demand by treat Borrower no differently than Lender until payment in full to Lender at the highest interest rate applicable to the Obligationstreats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. Failure or delay on the part of Lender to demand compensation pursuant to this Section shall not constitute a waiver of Lender’s right to demand such compensation; provided that Borrower shall not be required to compensate Lender pursuant to this Section for any increased costs incurred more than 180 days prior to the date that Lender notifies Borrower of the change giving rise to such increased costs and of Lender’s intention to claim compensation therefor; provided further that, if the change giving [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate Lender Lender, or its agents, for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.for

Increased Costs and Reduced Return. If Lender shall have determined that (a) If, on or after the date hereof, (x) the adoption or implementation of, of or any change in, in any law, rule, treaty Applicable Law (including any Existing Law (defined below)) or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender any Lender, (y) any request, guidance or directive (whether or not having the force of law) shall from any central bank or other Governmental Authority or (z) the compliance, application or implementation by any Lender with the foregoing subclauses (x) or (y) or any Existing Law (defined below), in each case made subsequent to the Restatement Effective Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender to any taxTaxes (other than (A) Indemnified Taxes, duty (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other charge with respect to this Agreement or any Loan made hereunderobligations, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender)its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the applicable Euro-Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Agent, in accordance herewith, the Borrower shall be obligated to pay such Lender, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. (b) If any Lender shall have determined that (i) the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any Applicable Law (including any Existing Law), regarding capital adequacy or liquidity requirements, (ii) any request, guidance or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, or (iii) impose on the compliance, application or implementation by such Lender any other condition regarding this Agreement or any Loan, and its parent corporation of the result of any event referred to in foregoing clauses (i), ) or (ii) or any Existing Law has or would have the effect of reducing the rate of return on such Lender’s (iiior parent corporation’s) above shall be capital or assets as a consequence of its commitments or obligations hereunder to increase the cost to Lender of making any Loana level below that which such Lender, or agreeing its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to make any Loan capital adequacy or to reduce any amount received or receivable by Lenderliquidity requirements), then, upon demand by notice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate such Lender for such increased costs or reductions in amountreduction. All Each determination by any such Lender of amounts payable owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. For the avoidance of doubt, an Applicable Law regarding capital adequacy or liquidity requirements shall bear interest from include, but not be limited to, (i) the date final rule titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of demand Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues,” adopted by Lender until payment in full to Lender at the highest interest rate applicable to United States bank regulatory agencies on December 15, 2009 (the Obligations. A certificate of Lender claiming compensation under this Section, specifying “FAS 166/167 Capital Guidelines”); (ii) the event herein above described and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇-▇▇’s reasons ▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; (iii) the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled “Basel II: International Convergence of Capital Measurements and Capital Standards: A Revised Framework,” as updated from time to time (“Basel II”); (iv) the publication entitled “Basel III: A global regulatory framework for invoking more resilient banks and banking systems,” as updated from time to time (“Basel III”); or (v) any implementing rules, regulations, guidance, interpretations or directives from any official body relating to the provisions FAS 166/167 Capital Guidelines, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Basel II or Basel III (whether or not having the force of this Sectionlaw and whether any such Applicable Law becomes effective before or after the date hereof) (collectively, and the same “Existing Law”). (c) A certificate of each Lender setting forth such amount or amounts as shall be final necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within ten (10) days following presentation thereof. (d) Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If a Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. For purposes of this Agreement, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, guidelines and directives in connection therewith and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case, be deemed to have been adopted and gone into effect after the date of this Agreement. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable otherwise payable hereunder with respect to the Obligationsapplicable Loans. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender after the date hereof, any Funding Source shall have determined that be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or implementation ofregulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration thereof by, by any courtgovernmental authority, central bank or other administrative comparable agency charged with the interpretation or governmental authorityadministration thereof, or compliance by Lender with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall of any such authority, central bank or comparable agency (a "Regulatory Change"): (i) subject Lender which subjects any Funding Source to any tax, duty charge or other charge withholding on or with respect to this any Funding Agreement or any Loan made hereundera Funding Source's obligations under a Funding Agreement, or change on or with respect to the Receivables, or changes the basis of taxation of payments to Lender any Funding Source of any amounts payable hereunder under any Funding Agreement (except for taxes changes in the rate of tax on the overall net income of Lender), a Funding Source) or (ii) imposewhich imposes, modify modifies or deem deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against any Loanassets of, or against assets of or held by, or deposits with or for the account ofof a Funding Source, or credit extended by, Lender, by a Funding Source pursuant to a Funding Agreement or (iii) impose on Lender which imposes any other condition regarding this Agreement or any Loan, and the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any event referred sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, the Seller shall pay to the Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or compensate such Funding Source for such reduction; provided, however, that the Seller shall not be obligated to reimburse any Funding Source other than an Investor for any of the increased costs described in the foregoing clauses (i), (ii) or (iii) above unless such Funding Source is entitled to seek and, in fact demands, reimbursement therefor from a Purchaser or its assets. Each Investor agrees that it shall be use its reasonable best efforts to increase attempt to avoid the cost to Lender incurrence of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, Borrower shall pay to Lender such additional amounts as will compensate Lender for such the increased costs or reductions described in amountSection 8.2(a); -------------- provided that such Investor shall not be obligated to take any action that would, in the reasonable opinion of such Investor, be disadvantageous to such Investor. All amounts payable under this In the event that any Funding Source claims any increased costs pursuant to Section shall bear interest from 8.2(a), the date of demand by Lender until payment in full to Lender at the highest interest rate applicable Purchaser will furnish to the Obligations. A Agent a -------------- certificate of Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional basis and amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons each request for invoking the provisions reimbursement by such Funding Source. Determinations by a Purchaser of this Section, and the same increased costs referred to in Section 8.2(a) shall be final and conclusive conclusive, absent manifest error.. --------------

Increased Costs and Reduced Return. If Lender shall have determined that (a) If, on or after the date hereof, (i) the adoption or implementation of, of or any change in, in any law, rule, treaty Applicable Law (including any Existing Law (defined below)) or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender any Lender, (ii) any request, guidance or directive (whether or not having the force of law) shall from any central bank or other Governmental Authority or (iii) the compliance, application or implementation by any Lender with the foregoing subclauses (i) or (ii) or any Existing Law (defined below), in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender to any taxTaxes (other than (A) Indemnified Taxes, duty (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other charge with respect to this Agreement or any Loan made hereunderobligations, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender)its deposits, reserves, other liabilities or capital attributable thereto; (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the applicable Euro-Rate; or (iii) shall impose on such Lender any other condition; and the result of any of the foregoing is to increase the cost to such Lender of making, converting into, continuing or maintaining any Loans or to reduce any amount receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Agent, in accordance herewith, the Borrower shall be obligated to pay such Lender, any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. (b) If any Lender shall have determined that (i) the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any Applicable Law (including any Existing Law), regarding capital adequacy or liquidity requirements, (ii) any request, guidance or directive regarding capital adequacy or liquidity requirements (whether or not having the force of law) of any such authority, central bank or comparable agency, or (iii) impose on the compliance, application or implementation by such Lender any other condition regarding this Agreement or any Loan, and its parent corporation of the result of any event referred to in clauses foregoing subclauses (i), ) or (ii) or any Existing Law has or would have the effect of reducing the rate of return on such Lender’s (iiior parent corporation’s) above shall be capital or assets as a consequence of its commitments or obligations hereunder to increase the cost to Lender of making any Loana level below that which such Lender, or agreeing its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to make any Loan capital adequacy or to reduce any amount received or receivable by Lenderliquidity requirements), then, upon demand by notice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender, Borrower shall pay to Lender such additional amount or amounts as will compensate such Lender for such increased costs or reductions in amountreduction. All Each determination by any such Lender of amounts payable owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto. For the avoidance of doubt, an Applicable Law regarding capital adequacy or liquidity requirements shall bear interest from include, but not be limited to, (i) the date final rule titled “Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of demand Modifications to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues,” adopted by Lender until payment in full to Lender at the highest interest rate applicable to United States bank regulatory agencies on December 15, 2009 (the Obligations. A certificate of Lender claiming compensation under this Section, specifying “FAS 166/167 Capital Guidelines”); (ii) the event herein above described and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇-▇▇’s reasons ▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act; (iii) the revised Basel Accord prepared by the Basel Committee on Banking Supervision as set out in the publication entitled “Basel II: International Convergence of Capital Measurements and Capital Standards: A Revised Framework,” as updated from time to time (“Basel II”); (iv) the publication entitled “Basel III: A global regulatory framework for invoking more resilient banks and banking systems,” as updated from time to time (“Basel III”); or (v) any implementing rules, regulations, guidance, interpretations or directives from any official body relating to the provisions FAS 166/167 Capital Guidelines, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act, Basel II or Basel III (whether or not having the force of this Sectionlaw and whether any such Applicable Law becomes effective before or after the date hereof) (collectively, and the same “Existing Law”). (c) A certificate of each Lender setting forth such amount or amounts as shall be final necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within ten (10) days following presentation thereof. (d) Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) ), in each case, occurring after the date hereof, shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined determined, in its Good Faith Business Judgment after consultation with legal counsel, that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, not in effect of the date hereof, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. (a) If Lender shall have determined that on or after the date hereof, the adoption or implementation of, of or any change in, in any law, rule, treaty applicable Law or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, applicable to any court, central bank Lender (or other administrative or governmental authorityits Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawLaw) shall from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement any Letter of Credit, any Eurodollar Loans made by it or any Loan made hereunderof its Notes or its obligation to make Eurodollar Loans or to participate in Letters of Credit, or change the basis of taxation of payments to such Lender of any amounts payable hereunder (or its Applicable Lending Office) in respect thereof (except for taxes on the overall net income (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of Lenderany failure of such Lender to comply with its obligations under Section 3.01(d), ) and (B) Excluded Taxes); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, Lenderor any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) any other condition regarding this Agreement or (excluding any Loan, tax of any kind whatsoever); and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making making, converting into, continuing or maintaining any Loan, Eurodollar Loans or agreeing to make any Loan issuing or participating in Letters of Credit or to reduce any amount received receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to pay such Lender, within 10 Business Days of its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or receivable reduced amount receivable. (b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon demand by Lendernotice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased reduction; provided, that the Borrower shall not required to compensate any Lender pursuant to subsection (a) above or this subsection (b) for any additional costs or reductions suffered more than 180 days prior to the date such Lender notifies the Borrower of the circumstances giving rise to such additional costs or reductions and of such Lender’s intentions to claim compensation therefor, and provided, further, that, if the Change in amountLaw or in the interpretation or administration thereof giving rise to such additional costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. All Each determination by any such Lender of amounts payable owing under this Section 3.04 shall, absent manifest error, be conclusive and binding on the parties hereto. (c) A certificate in reasonable detail of each Lender setting forth such amount or amounts as shall bear interest from be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the date of demand by Lender until payment in full to Lender at the highest interest rate applicable case may be, shall be delivered to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described Borrower and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. The Borrower shall pay each Lender or the Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this Section 3.04, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period, except as expressly otherwise provided above. The protection of this Section 3.04 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If a Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation Loan and Security Agreement or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. For purposes of this Agreement, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, guidelines and directives in connection therewith and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case, be deemed to have been adopted and gone into effect after the date of this Agreement. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change change, after the date hereof, in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change change, after the date hereof, in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or issued after the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) date hereof shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. (a) If Lender shall have determined that on or after the date hereof, the adoption or implementation of, of or any change in, in any law, rule, treaty applicable Law or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, applicable to any court, central bank Lender (or other administrative or governmental authorityits Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawLaw) shall from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement any Letter of Credit, any Eurodollar Loans made by it or any Loan made hereunderof its Notes or its obligation to make Eurodollar Loans or to participate in Letters of Credit, or change the basis of taxation of payments to such Lender of any amounts payable hereunder (or its Applicable Lending Office) in respect thereof (except for taxes on the overall net income (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of Lenderany failure of such Lender to comply with its obligations under Section 3.01(d), ) and (B) Excluded Taxes); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, Lenderor any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) any other condition regarding this Agreement or (excluding any Loan, tax of any kind whatsoever); and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making making, converting into, continuing or maintaining any Loan, Eurodollar Loans or agreeing to make any Loan issuing or participating in Letters of Credit or to reduce any amount received receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to pay such Lender, within 10 Business Days of its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or receivable reduced amount receivable. (b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon demand by Lendernotice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased reduction; provided, that the Borrower shall not be required to compensate any Lender pursuant to subsection (a) above or this subsection (b) for any additional costs or reductions suffered more than 180 days prior to the date such Lender notifies the Borrower of the circumstances giving rise to such additional costs or reductions and of such Lender’s intentions to claim compensation therefor, and provided, further, that, if the Change in amountLaw or in the interpretation or administration thereof giving rise to such additional costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. All Each determination by any such Lender of amounts payable owing under this Section 3.04 shall, absent manifest error, be conclusive and binding on the parties hereto. (c) A certificate in reasonable detail of each Lender setting forth such amount or amounts as shall bear interest from be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the date of demand by Lender until payment in full to Lender at the highest interest rate applicable case may be, shall be delivered to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described Borrower and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. The Borrower shall pay each Lender or the Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this Section 3.04, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period, except as expressly otherwise provided above. The protection of this Section 3.04 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. (a) If Lender after the date hereof, any Funding Source shall have determined that be charged any fee, expense or increased cost on account of the adoption of any applicable law, rule or implementation ofregulation (including any applicable law, rule or regulation regarding capital adequacy) or any change therein, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration thereof by, by any courtgovernmental authority, central bank or other administrative comparable agency charged with the interpretation or governmental authorityadministration thereof, or compliance by Lender with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall of any such authority, central bank or comparable agency (a "REGULATORY CHANGE"): (i) subject Lender which subjects any Funding Source to any tax, duty charge or other charge withholding on or with respect to this any Funding Agreement or any Loan made hereundera Funding Source's obligations under a Funding Agreement, or change on or with respect to the Receivables, or changes the basis of taxation of payments to Lender any Funding Source of any amounts payable hereunder under any Funding Agreement (except for taxes changes in the rate of tax on the overall net income of Lender), a Funding Source) or (ii) imposewhich imposes, modify modifies or deem deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against any Loanassets of, or against assets of or held by, or deposits with or for the account ofof a Funding Source, or credit extended by, Lender, by a Funding Source pursuant to a Funding Agreement or (iii) impose on Lender which imposes any other condition regarding this Agreement or any Loan, and the result of which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the rate of return on a Funding Source's capital as a consequence of its obligations under a Funding Agreement, or to reduce the amount of any event referred sum received or receivable by a Funding Source under a Funding Agreement or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, upon demand by the Agent, the Seller shall pay to the Agent, for the benefit of the relevant Funding Source, such amounts charged to such Funding Source or compensate such Funding Source for such reduction; PROVIDED, HOWEVER, that the Seller shall not be obligated to reimburse any Funding Source other than an Investor for any of the increased costs described in the foregoing clauses (i), (ii) or (iii) above unless such Funding Source is entitled to seek and, in fact demands, reimbursement therefor from a Purchaser or its assets. (b) Each Investor agrees that it shall be use its reasonable best efforts to increase attempt to avoid the cost to Lender incurrence of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, Borrower shall pay to Lender such additional amounts as will compensate Lender for such the increased costs or reductions described in amountSection 8.2(a); PROVIDED THAT such Investor shall not be obligated to take any -------------- action that would, in the reasonable opinion of such Investor, be disadvantageous to such Investor. All amounts payable under this In the event that any Funding Source claims any increased costs pursuant to Section shall bear interest from 8.2(a), the date of demand by Lender until payment in full to Lender at the highest interest rate applicable Purchaser will -------------- furnish to the Obligations. A Agent a certificate of Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional basis and amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons each request for invoking the provisions reimbursement by such Funding Source. Determinations by a Purchaser of this Section, and the same increased costs referred to in Section 8.2(a) shall be final and conclusive conclusive, absent -------------- manifest error.

Increased Costs and Reduced Return. (a) If Lender shall have determined that on or after (x) the date hereof, in the case of any Committed Loan or any obligation to make Committed Loans or (y) the date of any related Competitive Bid, the adoption or implementation of, of or any change in, in any law, rule, treaty applicable Law or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, applicable to any court, central bank Lender (or other administrative or governmental authorityits Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawLaw) shall from any central bank or other Governmental Authority: (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement any Eurodollar Loans made by it or any Loan made hereunderof its Notes or its obligation to make Eurodollar Loans, or change the basis of taxation of payments to such Lender of any amounts payable hereunder (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by SECTION 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under SECTION 3.01(d)) and (B) changes in taxes on measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income of Lendertax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, Lenderor any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) any other condition regarding this Agreement or (excluding any Loan, tax of any kind whatsoever); and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan Fixed Rate Loans or to reduce any amount received receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or receivable reduced amount receivable. (b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law, regarding capital adequacy, or compliance by such Lender, or its parent corporation, 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 such Lender's (or parent corporation's) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's (or parent corporation's) policies with respect to capital adequacy), then, upon demand by Lendernotice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased reduction. Each determination by any such Lender of amounts owing under this SECTION 3.04 shall, absent manifest error, be conclusive and binding on the parties hereto; PROVIDED, that the Borrower shall not be required to compensate any Lender pursuant to SUBSECTION (a) above or this SUBSECTION (b) for any additional costs or reductions in amount. All amounts payable under this Section shall bear interest from suffered more than 180 days prior to the date such Lender notifies the Borrower of demand by Lender until payment the circumstances giving rise to such additional costs or reductions and of such Lender's intentions to claim compensation therefor, and PROVIDED FURTHER that, if the change in full Law or in the interpretation or administration thereof giving rise to Lender at such additional costs or reductions is retroactive, then the highest interest rate applicable 180-day period referred to above shall be extended to include the Obligations. period of retroactive effect thereof. (c) A certificate of each Lender claiming compensation under this Section, specifying the event herein above described and the nature of setting forth such event amount or amounts as shall be submitted by necessary to compensate such Lender to Borroweror its holding company as specified in SUBSECTION (a) or (b) above, setting forth as the additional amount due and an explanation of the calculation thereofcase may be, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this SECTION 3.04, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender's right to demand compensation with respect to such period or any other period. The protection of this SECTION 3.04 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. (a) If, on or after the date hereof, a Change in Law: (i) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of a Lender which is not otherwise included in the determination of the Adjusted Eurodollar Rate hereunder; or (ii) shall impose on a Lender any other condition; and the result of any of the foregoing shall be to increase the cost to such Lender of making, continuing, converting into or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to reduce the amount of any sum received or receivable by such Lender and the Administrative Agent hereunder (whether of principal, interest or any other amount), then, upon request of such Lender, the Borrower will pay to such Lender and the Administrative Agent such additional amount or amounts as will compensate such Lender and the Administrative Agent for such additional costs incurred or reduction suffered. (b) If any Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authoritya Change in Law regarding capital adequacy, or compliance by such Lender and the Administrative Agent, or its parent corporation, with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender regarding capital adequacy (whether or not having the force of law) shall (i) subject Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, to a level below that which such Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loanits parent corporation, and the result of any event referred to could have achieved but for such Change in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by LenderLaw, then, upon demand by Lendernotice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender in accordance with Section 2.12(a), such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by Lender until payment in full to Lender at the highest interest rate applicable to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest errorreduction.

Increased Costs and Reduced Return. (a) If any Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or Regulatory Change (other administrative or governmental authority, or compliance by Lender than with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable respect to Lender (whether or not having the force of lawtaxes referred to in Section 3.06 hereof) shall (i) subject Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to the Lender of any amounts payable hereunder with respect to any Eurodollar Advance (except for taxes based on the overall net income of Lendersuch Lender or its Applicable Lending Office), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement (other than Reserve Requirements used in the determination of the Adjusted Eurodollar Rate) against any Loan, Eurodollar Advance or against assets of or held by, or deposits with or for the account of, or credit extended by, such Lender, or (iii) impose on the applicable Lender any other condition regarding this Agreement Agreement, its Note or any Loan, Eurodollar Advance and the result of any event referred to in clauses clause (i), (ii) or (iii) above shall be to increase the cost to the applicable Lender of making or maintaining any LoanEurodollar Advance or the funding for any Eurodollar Advance, or agreeing to make any Loan or to reduce any amount received or receivable by Lenderthe Lender hereunder with respect to any such Advance, then, upon within ten (10) Business Days of written demand by Lenderthe applicable Lender (made through the Administrative Agent), Borrower the Borrowers shall jointly and severally pay to the Administrative Agent for the account of the applicable Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section . (b) If any Lender shall bear interest from have determined that any Regulatory Change shall impose, modify or deem applicable any capital adequacy or similar requirement (including, without limitation, a request or requirement that affects the date manner in which the applicable Lender allocates capital resources to its Commitment and Advances) that either affects or would affect the amount of capital to be maintained by the applicable Lender as a consequence of its commitments or obligations hereunder or reduces or would reduce the rate of return on the Lender's capital to a level below that which the Lender could have achieved but for such Regulatory Change as a consequence of its commitments or obligations hereunder (taking into consideration the Lender's policies with respect to capital adequacy), then, within ten (10) Business Days of written demand THIRD AMENDED AND RESTATED CREDIT AGREEMENT, PAGE 39 47 by the applicable Lender until payment in full to Lender at (made through the highest interest rate applicable Administrative Agent), the Borrowers shall jointly and severally pay to the ObligationsAdministrative Agent for the account of the applicable Lender such additional amounts as will compensate the Lender for such cost of maintaining such increased capital or such reduction in the rate of return on the Lender's capital. (c) Before making any claims pursuant to Section 4.01(a) or 4.01(b) hereof, the applicable Lender, shall, if practicable, designate a different Applicable Lending Office if such designation will avoid the need for making such claim and will not, in the reasonable judgment of the applicable Lender be otherwise disadvantageous to the applicable Lender. If the applicable Lender does make a claim pursuant to subsection 4.01(a) or 4.01(b) hereof, it shall give notice to the Borrowers of the event by reason of which it is entitled to do so accompanied by a certificate as described in subsection 4.01(d). (d) A certificate of the applicable Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event Section 4.01 shall be submitted by the Lender to Borrowerthe Administrative Agent and the Borrowers, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s Lender's reasons for invoking the provisions of this SectionSection 4.01, and the same shall be final and conclusive (absent manifest error) as to the amount thereof, provided that any determination by a Lender as to the occurrence and effect of a Regulatory Change for purposes of this Section 4.01 shall be made on a reasonable basis.

Increased Costs and Reduced Return. (a) If Lender shall have determined that on or after the date hereof, the adoption or implementation of, of or any change in, in any law, rule, treaty applicable Law or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, applicable to any court, central bank Lender (or other administrative or governmental authorityits Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawLaw) shall from any central bank or other Governmental Authority, in each case made subsequent to the Closing Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement any Letter of Credit, any Eurodollar Loans made by it or any Loan made hereunderof its Notes or its obligation to make Eurodollar Loans or to participate in Letters of Credit, or change the basis of taxation of payments to such Lender of any amounts payable hereunder (or its Applicable Lending Office) in respect thereof (except for taxes on the overall net income (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of Lenderany failure of such Lender to comply with its obligations under Section 3.01(d), ) and (B) Excluded Taxes); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, Lenderor any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurodollar Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) any other condition regarding this Agreement or (excluding any Loan, tax of any kind whatsoever); and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making making, converting into, continuing or maintaining any Loan, Eurodollar Loans or agreeing to make any Loan issuing or participating in Letters of Credit or to reduce any amount received receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to pay such Lender, within 10 Business Days of its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or receivable reduced amount receivable. (b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon demand by Lendernotice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased reduction; provided, that the Borrower shall not be required to compensate any Lender pursuant to subsection (a) above or this subsection (b) for any additional costs or reductions suffered more than 180 days prior to the date such Lender notifies the Borrower of the circumstances giving rise to such additional costs or reductions and of such Lender’s intentions to claim compensation therefor, and provided, further, that, if the Change in amountLaw or in the interpretation or administration thereof giving rise to such additional costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. All Each determination by any such Lender of amounts payable owing under this Section 3.04 shall, absent manifest error, be conclusive and binding on the parties hereto. (c) A certificate in reasonable detail of each Lender setting forth such amount or amounts as shall bear interest from be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the date of demand by Lender until payment in full to Lender at the highest interest rate applicable case may be, shall be delivered to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described Borrower and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. The Borrower shall pay each Lender or the Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this Section 3.04, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period, except as expressly otherwise provided above. The protection of this Section 3.04 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If Lender shall have determined The Borrower agrees that if any Governmental Authority enacts or promulgates after the adoption or implementation ofdate hereof any Law, or any change in, any law, rule, treaty or regulation, or any policyrequest, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawlaw and whether or not failure to comply therewith would be unlawful) shall (i) subject Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, change in the interpretation or change the basis of taxation of payments to Lender administration of any amounts payable hereunder existing Law by any Governmental Authority charged with the administration thereof, which shall either (except for taxes on the overall net income of Lender), (iia) impose, affect, modify or deem applicable any reserve, special deposit deposit, capital maintenance or similar requirement against any the Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iiib) impose on any Lender any other condition regarding this Agreement or any the Loan, this Agreement, or the Notes, or (c) result in any requirement regarding capital adequacy (including any risk-based capital guidelines) affecting any Lender being imposed or modified or deemed applicable to any Lender and the result of any event referred to in clauses clause (ia), (iib) or (iiic) above shall be to increase the cost to any Lender of making any Loanmaking, funding or agreeing to make any maintaining the Loan or to reduce the amount of any amount received or sum receivable by any Lender or such Lender’s rate of return on capital with respect to the Loan to a level below that which any such Lender could have achieved but for such imposition, modification or deemed applicability (taking into consideration such Lender’s policies with respect to capital adequacy) by an amount deemed by such Lender (in the exercise of its reasonable discretion) to be material, then, upon demand by Lendersuch Lender in writing, the Borrower shall pay to Lender such Lender, within ten (10) Business Days after receipt of such Lender’s written demand and the statement described in the following sentence, additional amounts as will which shall be sufficient to compensate such Lender for such increased costs cost or reductions reduced rate of return, provided that the Borrower shall have no obligation to pay any such amount (x) to the extent that such increased cost or reduction in amount. All amounts payable under this Section rate of return on capital is a result of any one or more of the following: (1) any Lender’s transfer of its interest in the Loan and the applicable Note to another lending office, (2) circumstances applicable to any Lender but not of general application to other similar lenders, (3) a downgrade in the credit rating accorded any Lender (or an Affiliate of such Lender) by any credit rating agency, or (4) any Lender’s unreasonably treating the Loan less favorably than other similarly situated loans in such Lender’s loan portfolio, or (y) except after an Event of Default shall bear interest from have occurred, in the case of any Person that becomes a Lender after the date of demand by Lender until payment in full to Lender at the highest interest rate applicable hereof, to the Obligationsextent that the amount of the increased cost or reduction in rate of return on capital exceeds the amount of the increased cost or reduction in rate of return on capital that would have been suffered by the Initial Lender if the Initial Lender owned such Person’s interest in the Loan. A certificate In the absence of Lender claiming compensation under this Sectionmanifest error, specifying the event herein above described and the nature of such event shall be submitted by Lender to Borrower, a statement setting forth the additional basis for requesting such compensation and the method for, and reasonable calculations for, determining the amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking submitted by any Lender to the provisions of this SectionBorrower, and the same shall be final final, conclusive and conclusive absent manifest errorbinding on all parties for all purposes.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income Net Income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate Lender Lender, or its agents, for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If any Agent or any Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by any Agent or any Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to any Agent or any Lender (whether or not having the force of law) shall (i) subject any Agent or any Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to any Agent or any Lender of any amounts payable hereunder (except for taxes on the overall net income of any Agent or any Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, any Agent or any Lender, or (iii) impose on any Agent or any Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to any Agent or any Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by any Agent or any Lender, then, upon demand by any Agent or any Lender, Borrower shall pay to such Agent or such Lender such additional amounts as will compensate such Agent or such Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by any Agent or any Lender until payment in full to any Agent or any Lender at the highest interest rate applicable to the Obligations. A certificate of Any Agent or any Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by such Agent or such Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and such Agent or such ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. The Borrowers shall pay Lender, the amount shown as due on any such certificate within 10 Business Days after receipt of such certificate.

Increased Costs and Reduced Return. (a) If Lender CIT or the Letter of Credit Issuer shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration thereof by, any court, central bank or other administrative or governmental authorityGovernmental Authority, or compliance by Lender the Letter of Credit Issuer or CIT or any Person controlling CIT or the Letter of Credit Issuer with any directive of, of or guideline from, from any central bank or other Governmental Authority or the introduction of, of or change in, in any accounting principles applicable to Lender the Letter of Credit Issuer, CIT or any Person controlling CIT or the Letter of Credit Issuer (in each case, whether or not having the force of law) ), shall (i) subject Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender the Letter of Credit Issuer, CIT or any Person controlling CIT or the Letter of Credit Issuer of any amounts payable hereunder (except for taxes on the overall net income of Lenderthe Letter of Credit Issuer, CIT or any Person controlling CIT or the Letter of Credit Issuer), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, Letter of Credit or against assets of or held by, or deposits with or for the account of, or credit extended by, Lenderthe Letter of Credit Issuer, CIT, or any Person controlling CIT or the Letter of Credit Issuer or (iii) impose on Lender the Letter of Credit Issuer, CIT or any Person controlling CIT or the Letter of Credit Issuer any other condition regarding this Agreement or any LoanLoan or Letter of Credit, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender the Letter of Credit Issuer or CIT of making any Loan, issuing or guaranteeing any Letter of Credit, or agreeing to make any Loan or issue or guaranty any Letter of Credit, or to reduce any amount received or receivable by Lenderthe Letter of Credit Issuer or CIT hereunder, then, upon demand by Lenderthe Letter of Credit Issuer or CIT, the Borrower shall pay to Lender the Letter of Credit Issuer or CIT such additional amounts as will compensate Lender the Letter of Credit Issuer or CIT for such increased costs or reductions in amount. All amounts payable under this Section . (b) If CIT or the Letter of Credit Issuer shall bear interest from have determined that any Capital Guideline or adoption or implementation of, or any change in, any Capital Guideline by the date of demand by Lender until payment in full to Lender at Governmental Authority charged with the highest interest rate applicable to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation interpretation or administration thereof, and ▇▇▇▇▇▇’s reasons for invoking or compliance by the provisions Letter of this SectionCredit Issuer, CIT or any Person controlling such Letter of Credit Issuer or CIT with any Capital Guideline or with any request or directive of any such Governmental Authority with respect to any Capital Guideline, or the implementation of, or any change in, any applicable accounting principles (in each case, whether or not having the force of law), either (i) affects or would affect the amount of capital required or expected to be maintained by the Letter of Credit Issuer, CIT or any Person controlling the Letter of Credit Issuer or CIT, and the same shall be final and conclusive absent manifest error.Letter of Credit Issuer or CIT determines that the amount of such capital is increased as a direct or indirect consequence of any Loans made or maintained, Letters of Credit issued or any guaranty with respect thereto, or the Letter of Credit Issuer's or CIT's other obligations hereunder, or (ii) has or would have the effect of reducing the rate of return on the Letter of Credit Issuer's, CIT's or any such other controlling Person's capital to a level below that which the Letter of Credit Issuer, CIT or such controlling Person could have achieved but for such circumstances as a consequence of any Loans made or maintained, Letters of Credit issued, or any guaranty with respect thereto or any agreement to make Loans, to issue Letters of Credit or the Letter

Increased Costs and Reduced Return. If a Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender▇▇▇▇▇▇, Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. For purposes of this Agreement, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, guidelines and directives in connection therewith and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case, be deemed to have been adopted and gone into effect after the date of this Agreement. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.to

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Agent or such Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. If Borrower considers such cost increases under this Section 9.3 to be materially excessive or unreasonable, Borrower shall have the right to provide Lender with 60 days prior written notice of termination of this Agreement and repay the Obligations without having to pay the early termination fees provided for in Section 6.2 of this Agreement.

Increased Costs and Reduced Return. (a) If Lender shall have determined that on or after the date hereof, the adoption or implementation of, of or any change in, in any law, rule, treaty applicable Law or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, applicable to any court, central bank Lender (or other administrative or governmental authorityits Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawLaw) shall from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement any Letter of Credit, any Eurocurrency Loans made by it or any Loan made hereunderof its Notes or its obligation to make Eurocurrency Loans or to participate in Letters of Credit, or change the basis of taxation of payments to such Lender of any amounts payable hereunder (or its Applicable Lending Office) in respect thereof (except for taxes on the overall net income (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of Lenderany failure of such Lender to comply with its obligations under Section 3.01(d), ) and (B) Excluded Taxes); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, Lenderor any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) any other condition regarding this Agreement or (excluding any Loan, tax of any kind whatsoever); and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making making, converting into, continuing or maintaining any Loan, Eurocurrency Loans or agreeing to make any Loan issuing or participating in Letters of Credit or to reduce any amount received receivable hereunder in respect thereof, then, in any such case, upon notice to the Borrower from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to pay such Lender, within 10 Business Days of its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or receivable reduced amount receivable. (b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law regarding capital adequacy, or compliance by such Lender, or its parent corporation, with any request or directive regarding capital adequacy (whether or not having the force of Law) of any such Governmental Authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon demand by Lendernotice from such Lender to the Borrower, the Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased reduction; provided that the Borrower shall not be required to compensate any Lender pursuant to subsection (a) above or this subsection (b) for any additional costs or reductions suffered more than 180 days prior to the date such Lender notifies the Borrower of the circumstances giving rise to such additional costs or reductions and of such Lender’s intentions to claim compensation therefor, and provided further that, if the Change in amountLaw or in the interpretation or administration thereof giving rise to such additional costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. All Each determination by any such Lender of amounts payable owing under this Section 3.04 shall, absent manifest error, be conclusive and binding on the parties hereto. (c) A certificate in reasonable detail of each Lender setting forth such amount or amounts as shall bear interest from be necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the date of demand by Lender until payment in full to Lender at the highest interest rate applicable case may be, shall be delivered to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described Borrower and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error. The Borrower shall pay each Lender or the Issuing Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any circumstance that will, in its reasonable judgment, result in a request for increased compensation pursuant to this Section 3.04, such Lender shall notify the Borrower thereof. Failure on the part of any Lender so to notify the Borrower or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period, except as expressly otherwise provided above. The protection of this Section 3.04 shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. If Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loanloan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or to reduce any amount received or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, the Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to the Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇’s the Lender's reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. If a Lender shall have determined that the adoption or implementation of, or any change in, any law, rule, treaty or regulation, or any policy, guideline or directive of, or any change in, the interpretation or administration thereof by, any court, central bank or other administrative or governmental authority, or compliance by Lender with any directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall (i) subject the Lender to any tax, duty or other charge with respect to this Agreement or any Loan made hereunder, or change the basis of taxation of payments to Lender of any amounts payable hereunder (except for taxes on the overall net income of Lender), (ii) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Loan, or against assets of or held by, or deposits with or for the account of, or credit extended by, Lender, or (iii) impose on Lender any other condition regarding this Agreement or any Loan, and the result of any event referred to in clauses (i), (ii) or (iii) above shall be to increase the cost to Lender of making any Loan, or agreeing to make any Loan or to reduce any amount received or receivable by Lender, then, upon demand by Lender, Borrower shall pay to Lender such additional amounts as will compensate the Lender for such increased costs or reductions in amount. For purposes of this Agreement, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, guidelines and directives in connection therewith and (ii) all requests, rules, guidelines, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case, be deemed to have been adopted and gone into effect after the date of this Agreement. All amounts payable under this Section shall bear interest from the date of demand by the Lender until payment in full to the Lender at the highest interest rate applicable to the Obligations. With respect to this Section 9.2, Lender shall treat Borrower no differently than Lender treats other similarly situated Borrowers. A certificate of the Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by the Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and ▇▇▇▇▇▇the Lender’s reasons for invoking the provisions of this Section, and the same shall be final and conclusive absent manifest error.

Increased Costs and Reduced Return. (a) If Lender shall have determined that on or after the date hereof, in the case of any Loan or any obligation to make Loans, the adoption or implementation of, of or any change in, in any law, rule, treaty applicable Law or regulation, or any policy, guideline or directive of, or any change in, in the interpretation or administration application thereof by, applicable to any court, central bank Lender (or other administrative or governmental authorityits Applicable Lending Office), or compliance by any Lender (or its Applicable Lending Office) with any request or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of lawLaw) shall from any central bank or other Governmental Authority, in each case made subsequent to the Effective Date (or, if later, the date on which such Lender becomes a Lender): (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty or other charge tax of any kind whatsoever with respect to this Agreement any Eurocurrency Loans made by it or any Loan made hereunderof its Notes or its obligation to make Eurocurrency Loans, or change the basis of taxation of payments to such Lender of any amounts payable hereunder (or its Applicable Lending Office) in respect thereof (except for (A) Taxes and Other Taxes covered by Section 3.01 (including Taxes imposed solely by reason of any failure of such Lender to comply with its obligations under Section 3.01(d)) and (B) changes in taxes on measured by or imposed upon the overall net income, or franchise tax (imposed in lieu of such net income of Lendertax), of such Lender or its Applicable Lending Office, branch or any affiliate thereof)); (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement against any Loan, or against assets of or held by, deposits or deposits with other liabilities in or for the account of, advances, loans or other extensions of credit extended by, Lenderor any other acquisition of funds by, any office of such Lender (or its Applicable Lending Office) which is not otherwise included in the determination of the Eurocurrency Rate hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) any other condition regarding this Agreement or (excluding any Loan, tax of any kind whatsoever); and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making making, converting into, continuing or maintaining any Loan, or agreeing to make any Loan Eurocurrency Loans or to reduce any amount received or receivable by Lenderhereunder in respect thereof, then, in any such case, upon demand by Lender, Borrower shall pay notice to Lender such additional amounts as will compensate Lender for such increased costs or reductions in amount. All amounts payable under this Section shall bear interest from the date of demand by Lender until payment in full to Lender at the highest interest rate applicable to the Obligations. A certificate of Lender claiming compensation under this Section, specifying the event herein above described and the nature of such event shall be submitted by Lender to Borrower, setting forth the additional amount due and an explanation of the calculation thereof, and C▇▇▇▇▇▇▇▇ from such Lender, through the Administrative Agent, in accordance herewith, the Borrower shall be obligated to promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such increased cost or reduced amount receivable. (b) If any Lender shall have determined that the adoption or the becoming effective of, or any change in, or any change by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof in the interpretation or administration of, any applicable Law, regarding capital adequacy, or compliance by such Lender, or its parent corporation, 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 such Lender’s reasons (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such Lender, or its parent corporation, could have achieved but for invoking such adoption, effectiveness, change or compliance (taking into consideration such Lender’s (or parent corporation’s) policies with respect to capital adequacy), then, upon notice from such Lender to C▇▇▇▇▇▇▇▇, the provisions Borrower shall be obligated to pay to such Lender such additional amount or amounts as will compensate such Lender on an after-tax basis (after taking into account applicable deductions and credits in respect of the amount indemnified) for such reduction. Each determination by any such Lender of amounts owing under this Section shall, absent manifest error, be conclusive and binding on the parties hereto; provided, that if any Lender receives a rebate of any amount for which it had received compensation from the Borrower pursuant to subsection (a) or subsection (b) of this SectionSection 3.04, and any such Lender shall promptly remit any such rebated amount to the same Borrower. (c) A certificate of each Lender setting forth such amount or amounts as shall be final necessary to compensate such Lender or its holding company as specified in subsection (a) or (b) above, as the case may be, shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each Lender the amount shown as due on any such certificate delivered by it within 10 Business Days after receipt of the same. (d) Promptly after any Lender becomes aware of any circumstance that will, in its sole judgment, result in a request for increased compensation pursuant to this Section, such Lender shall notify C▇▇▇▇▇▇▇▇ thereof. Failure on the part of any Lender so to notify C▇▇▇▇▇▇▇▇ or to demand compensation for any increased costs or reduction in amounts received or receivable or reduction in return on capital with respect to any period shall not constitute a waiver of such Lender’s right to demand compensation with respect to such period or any other period. The protection of this Section shall be available to each Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed.

Increased Costs and Reduced Return. (a) If the Lender shall have determined that determine that, after the date hereof, the adoption or implementation of, or of any change in, any applicable law, rule, treaty rule or regulation, or any policy, guideline or directive ofchange therein, or any change in, in the interpretation or administration thereof by, by any courtgovernmental authority, central bank or other administrative comparable agency charged with the interpretation or governmental authorityadministration thereof, or compliance by the Issuer or the Lender or its parent corporation with any requirement or directive of, or guideline from, any central bank or other Governmental Authority or the introduction of, or change in, any accounting principles applicable to Lender (whether or not having the force of law) shall of any such authority, central bank or comparable agency: (i) shall subject the Issuer or the Lender or its parent corporation to any tax, duty or other similar charge with respect to this Agreement any Letter of Credit and/or the Computer Sales L/C, the Advances or any Loan made hereunder, the Note or shall change the basis of taxation of payments to the Issuer or the Lender or its parent corporation of the Reimbursement Obligation, of the principal of or interest on the Advances or of any other amounts payable hereunder due under this Agreement in respect of any Letter of Credit and/or the Computer Sales L/C, the Advances or the Note (except for taxes any change in respect of any tax imposed on the overall net income of Lenderthe Issuer or the Lender or its parent corporation), ; or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against (including, without limitation, any Loan, or such requirement imposed by the Board of Governors of the Federal Reserve System) against assets of or held byof, or deposits with or for the account of, or credit extended by, Lender, the Issuer or (iii) the Lender or its parent corporation or shall impose on the Issuer or the Lender or its parent corporation any other condition regarding this Agreement affecting any Letter of Credit and/or the Computer Sales L/C, the Advances or any Loan, the Note; and the result of any event referred to in clauses (i), (ii) or (iii) above shall be of the foregoing is to increase the cost to the Issuer or the Lender or its parent corporation of issuing or maintaining any Letter of Credit and/or the Computer Sales L/C or of making or maintaining any LoanAdvances, or agreeing to make any Loan or to reduce the amount of any amount sum received or receivable by Lenderthe Issuer or the Lender or its parent corporation under the application and agreement pursuant to which the Letter of Credit and/or the Computer Sales L/C was issued, thenthis Agreement or the Note with respect thereto, by an amount deemed by the Lender or its parent corporation to be material, then upon demand by the Lender, the Borrower shall pay to the Lender such additional amount or amounts as will compensate the Issuer or the Lender or its parent corporation for such increased costs cost or reductions in amount. All amounts payable under this Section reduction. (b) If the Lender shall bear interest from determine that the adoption after the date hereof of any applicable law, rule or regulation regarding capital adequacy, or any change therein after the date hereof, any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender or its parent corporation with any guideline or request issued after the date hereof regarding capital adequacy (whether nor 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 the Lender's parent corporation's capital as a consequence of any Letters of Credit, the Computer Sales L/C, Advances or the Lender's obligations hereunder to a level below that which the Lender or its parent corporation could have achieved but for such adoption, change or compliance (taking into consideration the Lender's policies with respect to capital adequacy and those of the Lender's parent corporation) by an amount deemed to the Lender or its parent corporation to be material, then from time to time on demand by Lender until payment in full to Lender at the highest interest rate applicable Lender, the Borrower shall pay to the Obligations. A certificate Lender such additional amount or amounts as will compensate the Lender or its parent corporation for such reduction. (c) Certificates of the Lender sent to the Borrower from time to time claiming compensation under this Section, specifying stating the event herein above described reason therefor and the nature of such event shall be submitted by Lender to Borrower, setting forth in reasonable detail the calculation of the additional amount due and an explanation of or amounts to be paid to the calculation thereof, and ▇▇▇▇▇▇’s reasons for invoking the provisions of this Section, and the same Lender hereunder shall be final and conclusive absent manifest error. In determining such amounts, the Lender or its parent corporation may use any reasonable averaging and attribution methods.