Common use of Notification and Determination of Additional Costs Clause in Contracts

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Agent and each ParticipantLender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of its their obligations hereunder (and in hereunder. Notwithstanding the case of a Lenderforegoing, the Borrower shall not be required to compensate the Administrative Agent); provided further , any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax the Administrative Agent or other additional amount under this Article V if such Lender fails to provide or such notice to Participant (through its participating Lender) notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increases costs or reductions and of the additional costAdministrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, reduction in amountsif the Regulatory Change giving rise to such increased costs or reductions is retroactive, loss, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Agent or such Lender and each Participant, as the case may be, or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant Participant, to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender or any Participant of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the Borrower shall not be required to compensate the Administrative Agent or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of the additional costintention of the Administrative Agent or such Lender to claim compensation therefor (except that, reduction in amountsif the Regulatory Change giving rise to such increased costs or reductions is retroactive, loss, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposesshall, provided that such determination is determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the any Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or its Lending Office (other additional amountthan changes required by Applicable Law). The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent and or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or its Lending Office (other additional amountthan changes required by Applicable Law). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of a Lender, Borrower shall not be required to compensate the Administrative Agent); provided further that no , an Issuing Bank or a Lender shall be entitled pursuant to claim this Section for any additional cost, reduction in amounts, loss, tax increased costs incurred or other additional amount under this Article V if such Lender fails to provide such notice reductions suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of the additional costintention of the Administrative Agent, reduction in amountssuch Issuing Bank or such Lender to claim compensation therefor (except that, lossif the Regulatory Change giving rise to such increased costs or reductions is retroactive, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposesshall, provided that such determination is determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank, any Bank or such Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender , the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender Person fails to provide such notice to the Borrower within 180 days of the date the Administrative Agent, such Lender Issuing Bank or such Lender, as the case may be, becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the an Issuing Banks, a Lender Bank or a Participant Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1, in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or its Lending Office (other additional amountthan changes required by Applicable Law). The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder hereunder, except to the extent set forth in subsection (and in f); provided, further, that the case of Administrative Agent, an Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent); provided further that no , an Issuing Bank or a Lender shall be entitled required to claim disclose any additional cost, reduction confidential or proprietary information in amounts, loss, tax connection with such determination or other additional amount under this Article V if the making of such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender Person fails to provide such notice to the Borrower within 180 days of the date Administrative Agent or such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1, in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of a Lender, Borrower shall not be required to compensate the Administrative Agent); provided further that no , an Issuing Bank or a Lender shall be entitled pursuant to claim this Section for any additional cost, reduction in amounts, loss, tax increased costs incurred or other additional amount under this Article V if such Lender fails to provide such notice reductions suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of the additional costintention of the Administrative Agent, reduction in amountssuch Issuing Bank or such Lender to claim compensation therefor (except that, lossif the Regulatory Change giving rise to such increased costs or reductions is retroactive, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposesshall, provided that such determination is determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank, any Bank or such Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender , the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V V. if such Lender Person fails to provide such notice to the Borrower Borrowers within 180 days of the date the Administrative Agent, such Lender Issuing Bank or such Lender, as the case may be, becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of the an Issuing Banks, a Lender Bank or a Participant Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, provided that absent manifest error. The applicable Borrower shall pay the Administrative Agent, such determination is made Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or its Lending Office (other additional amountthan changes required by Applicable Law). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Representative of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Agent or such Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender Agent or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V V. if such Lender Person fails to provide such notice to the Borrower Representative within 180 days of the date the Administrative Agent or such Lender Lender, as the case may be, becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (Representative, and in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, provided that absent manifest error. The Borrowers shall pay the Administrative Agent and/or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error and provided that such determination is determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate any Lender or any Participant for any such increased costs or reduced return incurred by such Lender or Participant more than one-hundred-eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the one-hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing Bank, each Lender, Banks and each Participantthe Lenders, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Effective Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the . The failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of the an Issuing Banks, a Lender Bank or a Participant Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, provided that absent manifest error. The applicable Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, however, that no the Borrower shall not be required to compensate the Administrative Agent, a Lender shall be entitled or a Participant pursuant to claim this Section or Section 3.10 for any additional costincreased costs incurred or reductions suffered more than 90 days prior to the date that the Administrative Agent, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide or such notice to Participant, as the case may be, notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence in writing of the event entitling such Person to compensation under this Section or Section 3.10, as applicable, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the additional cost, reduction in amounts, loss, tax or other additional amount90-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, and that such Person generally charges the same amounts to similarly situated Borrowers. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error and provided that such determination is determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate any Lender or any Participant for any such increased costs or reduced return incurred by such Lender or Participant more than one-hundred-eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the one-hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, however, that no Lender the Borrower shall not be entitled required to claim compensate the Administrative Agent, a Lender, an Issuing Bank or a Participant pursuant to this Section for any additional cost, reduction in amounts, loss, tax increased costs incurred or other additional amount under this Article V if such Lender fails to provide such notice reductions suffered more than 180 days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the additional cost, reduction in amounts, loss, tax or other additional amount180-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank, Bank and such Lender or such Participant to compensation under any of the preceding subsections of this Section or Section 3.10 as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower Borrowers from any of its their obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower Borrowers (and in the case of the an Issuing BanksBank, a Lender or a Participant Participant, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided absent manifest error. Notwithstanding anything in Section 3.10 or this Section 4.01 to the contrary, Borrowers shall not be required to compensate a Lender, Issuing Bank or Participant pursuant to such Sections for any amount incurred or reductions suffered more than ninety (90) days prior to the date that such determination Lender, Issuing Bank or Participant obtains actual knowledge of the event that gives rise to such claim (except that, if the change giving rise to such claim is made on a reasonable basis and in good faithretroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, provided that the failure of the Administrative Agent, any an Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional costexcept that, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower shall not be responsible for such compensation or requirement to make any other payments if the Borrower is not notified within 180 two hundred seventy (270) days following the date of the effectiveness or implementation (which may be retroactive, in which case such 270-day period shall still, for the avoidance of doubt, be measured from the applicable date such Lender becomes aware of the occurrence effectiveness or implementation thereof) by the applicable Governmental Authority of the event Regulatory Change giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountthereto. The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such an Issuing Bank, such Bank or a Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, the applicable Issuing Bank and or the applicable Lender, as the case may be, the amount shown as due on any such determination is made on a reasonable basis and in good faithcertificate within ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Change in Law giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costChange in Law giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 15 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Lender and each Participant, Participant as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank, a Lender or a Participant, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, however, that no Lender the Borrower shall not be entitled required to claim compensate the Administrative Agent, a Lender, any additional cost, reduction in amounts, loss, tax Issuing Bank or other additional amount under a Participant pursuant to this Article V if such Lender fails to provide such notice Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the additional cost, reduction in amounts, loss, tax or other additional amount180-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determination is determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent, the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, provided that such determination is determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determination is determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate any Lender for any such increased costs or reduced return incurred by such Lender more than one-hundred-eighty (180) days prior to such Lender’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the one-hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further ) provided, further, that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to neither the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each ParticipantAgent nor a Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender agrees to furnish to the Borrower (and in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as wellAgent) a certificate executed by a Person that has authority to execute such certificate on behalf of the Administrative Agent or such Lender, as the case may be, setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent or any Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of Administrative Agent, any Issuing Bank or a Lender, to as the Administrative Agent); provided further that no Lender case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any additional cost, reduction subsection of this Section 4.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in amounts, loss, tax respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or other additional amount under this Article V if proprietary information in connection with such Lender fails to provide determination or the making of such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such determination Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is made on a reasonable basis and in good faithretroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank, any Bank or such Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender , the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V V. if such Lender Person fails to provide such notice to the Borrower within 180 days of the date the Administrative Agent, such Lender Issuing Bank or such Lender, as the case may be, becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the an Issuing Banks, a Lender Bank or a Participant Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine- month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the any Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of any Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the case of Borrower shall not be required to compensate a Lender, Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent); provided further date that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent and or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower Representative (and in the case of the Issuing Bank, a Lender or a Participant, the Administrative Agent as well) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in hereunder. Notwithstanding the case of foregoing sentence, the Borrowers shall not be required to compensate a Lender, a Participant or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent); provided further date that no Lender shall be entitled to claim any additional costsuch Lender, reduction in amountssuch Participant or the Issuing Bank, lossas the case may be, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days Representative of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s, such Participant’s or the additional costIssuing Bank’s intention to claim compensation therefor (except that, reduction in amountsif the Regulatory Change giving rise to such increased costs or reductions is retroactive, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of the Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent and or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V V. if such Lender Person fails to provide such notice to the Borrower within 180 days of the date Administrative Agent or such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender Agent or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V V. if such Lender Person fails to provide such notice to the Borrower within 180 days of the date Administrative Agent or such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determination is determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate any Lender for any such increased costs or reduced return incurred by such Lender more than one-hundred-eighty (180) days prior to such ▇▇▇▇▇▇’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the one-hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of Administrative Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers (but not necessarily all such similarly situated borrowers) with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent); provided further that no , any Issuing Bank or a Lender shall be entitled required to claim disclose any additional cost, reduction confidential or proprietary information in amounts, loss, tax connection with such determination or other additional amount under this Article V if the making of such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the any Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, Issuing Bank and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, Issuing Bank and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such determination Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is made on a reasonable basis and in good faithretroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing BanksBank, or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposesshall, provided that such determination is determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. Section 5.2 Suspension of SOFR or the Alternative Currency Interest Rate; Benchmark Replacement.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no . Notwithstanding the foregoing provisions of this Section, the Administrative Agent, the Issuing Bank, a Lender and a Participant shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax increased costs incurred or other additional amount under this Article V if such Lender fails to provide such notice reductions suffered more than six months prior to the date that such Person notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to such increased costs or reductions, and of such Person's intention to claim compensation therefor (except that, if such event giving rise to such increased costs or reductions is retroactive, then the additional cost, reduction in amounts, loss, tax or other additional amountsix‑month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 one hundred eighty (180) days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, provided that such determination is determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1.3 unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that (i) the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that ) and (ii) in no Lender event shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within be liable for any amounts incurred more than 180 days prior to receipt of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountnotice. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, Agent or such ▇▇▇▇▇▇ agrees to furnish to the Borrower (and in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith. (iii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; (B) If (i) any Lender determines that any Regulatory Change regarding capital or liquidity ratios or requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies and the policies of such ▇▇▇▇▇▇’s holding company with respect to capital adequacy and liquidity) and (ii) such Lender is generally imposing such additional amount or amounts on other borrowers of such Lender in similar circumstances, then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such ▇▇▇▇▇▇’s holding company for any such reduction suffered. (C) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (D) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing BankBanks, each Lender, Lender and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, Agent or any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the case of Borrower shall not be required to compensate a Lender, Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the Administrative Agent); provided further date that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide or such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant Participant, to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender or any Participant of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the any Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made LEGAL 4867-4266-3982v.3 Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (hereunder; and in provided further that the case of Borrower shall not be required to compensate a Lender, the Issuing Bank or the Administrative Agent pursuant to this Section 4.1. for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Lender, the Issuing Bank or the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amountsas the case may be, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s, the additional costIssuing Bank’s or the Administrative Agent’s intention to claim compensation therefor (except that, reduction in amountsif the Regulatory Change giving rise to such increased costs or reductions is retroactive, loss, tax or other additional amountthen the 270-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations Administrative Agent, the Issuing Bank or such Lender, as the case may be, shall make all determinations of the effect of any Regulatory Change in good faith and determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change made in good faith shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, the Issuing Bank and or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Existing Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to neither the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each ParticipantAgent nor a Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender agrees to furnish to the Borrower (and in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as wellAgent) a certificate executed by a Person that has authority to execute such certificate on behalf of the Administrative Agent or such Lender, as the case may be, setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent or any Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing Bank, each Lender, Bank and each Participant, as the case may be, Lender agrees to notify the MG Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower Borrowers from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further further, that no (i) none of the Agent, the Issuing Bank or any Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V Section 5.1. if such Lender Person fails to provide such notice to the MG Borrower within 180 270 days of the date the Agent, the Issuing Bank or such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountamount and (ii) it shall be a condition precedent to any claim under this Section 5.1. that the claimant is generally imposing similar claims or charges on its other similarly situated borrowers. The Administrative Agent, each the Issuing Bank, each Bank or such Lender and each Participant, as the case may be, agrees to furnish to the MG Borrower (and in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Agent, the Issuing Bank or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such the Issuing Bank, such Lender, Bank or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Agent and each Participant, as the case may be, ▇▇▇▇▇▇ agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further ) provided, further, that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to neither the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each ParticipantAgent nor a Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such ▇▇▇▇▇▇ agrees to furnish to the Borrower (and in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as wellAgent) a certificate executed by a Person that has authority to execute such certificate on behalf of the Administrative Agent or such ▇▇▇▇▇▇, as the case may be, setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent or any Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further , provided, further, that no (i) the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof), and (ii) neither the Agent nor a Lender, as the case may be, shall be entitled to submit a claim for compensation under any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Agent nor a Lender becomes aware shall be required to disclose any confidential or proprietary information in connection with such determination or the making of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountsuch claim). The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations by the Administrative Agent, such the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or its Lending Office (other additional amountthan changes required by Applicable Law). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder hereunder, except to the extent set forth in subsection (and in f); provided, further, that the case of Administrative Agent or a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent or a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent and each Lender, as the case may be, agree to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine- month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the Borrower shall not be required to compensate the Administrative Agent or a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of the additional costintention of the Administrative Agent or such Lender to claim compensation therefor (except that, reduction in amountsif the Regulatory Change giving rise to such increased costs or reductions is retroactive, loss, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposesshall, provided that such determination is determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent and any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or the Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or the additional costIssuing Bank’s intention to claim compensation therefor (except that, reduction in amountsif the Regulatory Change giving rise to such increased costs or reductions is retroactive, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any the Issuing Bank and or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of Administrative Agent, any Issuing Bank or a Lender, to as the Administrative Agent); provided further that no Lender case may be, shall not be entitled to submit a claim any additional cost, reduction for compensation based upon a Regulatory Change described in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days last sentence of the date such Lender becomes aware definition of the occurrence term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such determination or the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountmaking of such claim). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such determination Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is made on a reasonable basis and in good faithretroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or its Lending Office (other additional amountthan changes required by Applicable Law). The Administrative Agent, each the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, the Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (o) The Credit Agreement is hereby further amended by restating Section 4.2.(a) thereof in its entirety as follows: (a) the Administrative Agent shall determine (which determination shall be conclusive absent manifest error) that reasonable and adequate means do not exist for ascertaining LIBOR for such Interest Period, or the Administrative Agent reasonably determines (which determination shall be conclusive absent manifest error) that quotations of interest rates for the relevant deposits referred to in the definition of LIBOR are not being provided that such determination in the relevant amounts or for the relevant maturities for purposes of determining rates of interest for LIBOR Loans as provided herein; or (p) The Credit Agreement is made on a reasonable basis and hereby further amended by restating Section 4.3. thereof in good faith.its entirety as follows:

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Lender and each Participant, Participant as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank, a Lender or a Participant, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, however, that no the Borrower shall not be required to compensate the Administrative Agent, a Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, notifies the Borrower of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof); provided, further, however, that the Administrative Agent, any Issuing Bank, a Lender or a Participant, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any additional cost, reduction subsection of this Section 5.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in amounts, loss, tax respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or other additional amount under this Article V if proprietary information in connection with such Lender fails to provide determination or the making of such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determination is determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent, the Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, however, that no Lender the Borrower shall not be entitled required to claim compensate the Administrative Agent, a Lender, any additional cost, reduction in amounts, loss, tax Issuing Bank or other additional amount under a Participant pursuant to this Article V if such Lender fails to provide such notice Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the additional cost, reduction in amounts, loss, tax or other additional amount180-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, and provided that such determination is determinations are made on a reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no . Notwithstanding the foregoing provisions of this Section, the Administrative Agent, a Lender and a Participant shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax increased costs incurred or other additional amount under this Article V if such Lender fails to provide such notice reductions suffered more than six months prior to the date that such Person notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to such increased costs or reductions, and of such Person's intention to claim compensation therefor (except that, if such event giving rise to such increased costs or reductions is retroactive, then the additional cost, reduction in amounts, loss, tax or other additional amountsix‑month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that (i) the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that Agent and (ii) in no Lender event shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within be liable for any amounts incurred more than 180 days prior to receipt of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountnotice). The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such the Issuing Bank, such Lender, Bank or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith. Amounts payable by the Borrower pursuant to this Section shall be due not later than 10 days after receipt by the Borrower of such certificate.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, provided that such determination is determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such ▇▇▇▇▇▇’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each the Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determination is determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall not be required to compensate any Lender for any such increased costs or reduced return incurred by such Lender more than one-hundred-eighty (180) days prior to such Lender’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the one-hundred-eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of Administrative Agent or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent); provided further that no Agent nor any Lender shall be entitled required to claim disclose any additional cost, reduction confidential or proprietary information in amounts, loss, tax connection with such determination or other additional amount under this Article V if the making of such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent or such determination Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is made on a reasonable basis and in good faithretroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of a Lender, Borrower shall not be required to compensate the Administrative Agent); provided further that no , an Issuing Bank or a Lender shall be entitled pursuant to claim this Section for any additional cost, reduction in amounts, loss, tax increased costs incurred or other additional amount under this Article V if such Lender fails to provide such notice reductions suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of the additional costintention of the Administrative Agent, reduction in amountssuch Issuing Bank or such Lender to claim compensation therefor (except that, lossif the Regulatory Change giving rise to such increased costs or reductions is retroactive, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section; provided that the Administrative Agent, such Issuing Bank or such Lender, as applicable, shall provide the Borrower with a written certification that such Person is generally charging other borrowers or account parties for such additional costs incurred or reductions suffered on loans to companies similarly situated to the Borrower in connection with syndicated credit facilities as reasonably determined by such Lender acting in good faith. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposesshall, provided that such determination is determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, however, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing BanksBank, or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposesshall, provided that such determination is determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error and provided that such determination is determinations are made on a reasonable basis and in good faith. Notwithstanding anything to the contrary contained in the preceding subsections of this Section 5.1., the Borrower shall not be required to compensate any Lender or any Participant for any such increased costs or reduced return incurred by such Lender or Participant more than one hundred eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, then the one hundred eighty (180) day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional costexcept that, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower shall not be responsible for such compensation or requirement to make any other payments if Borrower is not notified within 180 two hundred seventy (270) days following the date of the effectiveness or implementation (which may be retroactive, in which case such 270-day period shall still, for the avoidance of doubt, be measured from the applicable date such Lender becomes aware of the occurrence effectiveness or implementation thereof) by the applicable Governmental Authority of the event Regulatory Change or risk-based capital guideline, as applicable, giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountthereto. The Administrative Agent, each the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, the Issuing Bank and or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of Administrative Agent, the Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent); provided further that no , the Issuing Bank or a Lender shall be entitled required to claim disclose any additional cost, reduction confidential or proprietary information in amounts, loss, tax connection with such determination or other additional amount under this Article V if the making of such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, the Issuing Bank or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, Issuing Bank and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, Issuing Bank and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, the Issuing Bank or such determination Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is made on a reasonable basis and in good faithretroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower Representative (and in the case of an Issuing Bank, a Lender or a Participant, the Administrative Agent as well) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in hereunder. Notwithstanding the case of foregoing sentence, the Borrowers shall not be required to compensate a Lender, a Participant or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent); provided further date that no Lender shall be entitled to claim any additional costsuch Lender, reduction in amountssuch Participant or such Issuing Bank, lossas the case may be, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days Representative of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s, such Participant’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of the an Issuing BanksBank, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case of a Lendermay be, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to notifies the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the additional costRegulatory Change giving rise to such increased costs or reductions is retroactive, reduction in amounts, loss, tax or other additional amountthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, provided that such determination is determinations are made on a reasonable basis and in good faith.; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). LEGAL02/40926073v6

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of Administrative Agent, any Issuing Bank or a Lender, to as the Administrative Agent); provided further that no Lender case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any additional cost, reduction subsection of this Section 4.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in amounts, loss, tax respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or other additional amount under this Article V if proprietary information in connection with such Lender fails to provide determination or the making of such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such L▇▇▇▇▇’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such determination Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such L▇▇▇▇▇’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is made on a reasonable basis and in good faithretroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or its Lending Office (other additional amountthan changes required by Applicable Law). The Administrative Agent, each the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, the Issuing Bank and or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank, Bank and such Lender or such Participant to compensation under any of the preceding subsections of this Section or Section 3.10 as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower Borrowers from any of its their obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower Borrowers (and in the case of the an Issuing BanksBank, a Lender or a Participant Participant, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided absent manifest error. Notwithstanding anything in Section 3.10 or this Section 4.01 to the contrary, the Borrowers shall not be required to compensate a Lender, Issuing Bank or Participant pursuant to such Sections for any amount incurred or reductions suffered more than ninety (90) days prior to the date that such determination Lender, Issuing Bank or Participant obtains actual knowledge of the event that gives rise to such claim (except that, if the change giving rise to such claim is made on a reasonable basis and in good faithretroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and hereunder, except to the extent set forth in the case of immediately following subsection (f); provided, further, that the Administrative Agent, an Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent); provided further that no , an Issuing Bank or a Lender shall be entitled required to claim disclose any additional cost, reduction confidential or proprietary information in amounts, loss, tax connection with such determination or other additional amount under this Article V if the making of such Lender fails to provide such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to neither the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each ParticipantAgent nor a Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender agrees to furnish to the Borrower (and in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as wellAgent) a certificate executed by a Person that has authority to execute such certificate on behalf of the Administrative Agent or such Lender, as the case may be, setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender LEGAL02/36006473v7 for compensation under any of the preceding subsections of this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent or any Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender , Issuing Bank or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V V. if such Lender Person fails to provide such notice to the Borrower within 180 days of the date Administrative Agent, Issuing Bank or such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Banks, a Lender Bank or a Participant Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank, any Bank or such Lender or any Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender , the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V V. if such Lender Person fails to provide such notice to the Borrower Borrowers within 180 days of the date the Administrative Agent, such Lender Issuing Bank or such Lender, as the case may be, becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the 180- day period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of the an Issuing Banks, a Lender Bank or a Participant Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, provided that absent manifest error. The applicable Borrower shall pay the Administrative Agent, such determination is made Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or its Lending Office (other additional amountthan changes required by Applicable Law). The Administrative Agent, each Issuing Bank, each Lender and each Participant, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant Participant, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided further that no Lender , Issuing Bank or Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V V. if such Lender Person fails to provide such notice to the Borrower within 180 days of the date Administrative Agent, Issuing Bank or such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each the Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and and, in the case of the Issuing Banks, a Lender Bank or a Participant Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such the Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that such determination is made on a reasonable basis and in good faithabsent manifest error.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, each Lender, Agent and each Participant, as the case may be, Lender agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Lender fails to provide such notice to neither the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amount. The Administrative Agent, each Issuing Bank, each Lender and each ParticipantAgent nor a Lender, as the case may be, shall be entitled to submit a claim for compensation under any of the preceding subsections of this Section unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender agrees to furnish to the Borrower (and in the case of the Issuing Banksa Lender, a Lender or a Participant to the Administrative Agent as wellAgent) a certificate executed by a Person that has authority to execute such certificate on behalf of the Administrative Agent or such Lender, as the case may be, setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank, such Lender, Agent or such Participant, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive and binding for all purposesconclusive, provided that such determination is determinations are made on a reasonable basis and in good faith. LEGAL02/38482536v6 The Borrower shall pay the Administrative Agent or any Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in hereunder; provided, further, that the case of Administrative Agent, any Issuing Bank or a Lender, to as the Administrative Agent); provided further that no Lender case may be, shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any additional cost, reduction subsection of this Section 4.1 unless such Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in amounts, loss, tax respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or other additional amount under this Article V if proprietary information in connection with such Lender fails to provide determination or the making of such notice to the Borrower within 180 days of the date such Lender becomes aware of the occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or other additional amountclaim). The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, such Issuing Bank and or any such Lender, as the case may be, the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such ▇▇▇▇▇▇’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such determination Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such ▇▇▇▇▇▇’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is made on a reasonable basis and in good faithretroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Bank and each Lender, and each Participant, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Bank or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law), except that, if the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions is retroactive, then the additional cost, reduction in amounts, loss, tax or other additional amountsix-month period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Bank and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the an Issuing Banks, Bank or a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Bank or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent, any such determination is made Issuing Bank and or any such Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank, Agent and each Lender, and each Participant, as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank, Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank, Agent or any Lender or any Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided further provided, further, that no Lender notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to claim compensation for any additional cost, reduction in amounts, loss, tax or other additional such amount under this Article V if such Lender fails relating to provide such notice any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower within 180 days in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law), except that, if the date such Lender becomes aware of the occurrence of the event Regulatory Change giving rise to such increased costs or reductions is retroactive, then the additional cost, reduction in amounts, loss, tax or other additional amountsix-month period referred to above shall be extended to include the period of retroactive effect thereof. The Administrative Agent, each Issuing Bank, each Lender Agent and each ParticipantLender, as the case may be, agrees to furnish to the Borrower (and in the case of the Issuing Banks, a Lender or a Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank, Agent or such Lender, or such Participant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, provided that absent manifest error. The Borrower shall pay the Administrative Agent or any such determination is made Lender, as the case may be, the amount shown as due on a reasonable basis and in good faithany such certificate within 10 days after receipt thereof.