Common use of Additional Costs Clause in Contracts

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it reasonably determines are attributable to comply with reserve assetsits making, liquiditycontinuing, cash margin converting or other requirements maintaining of any monetary LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder (such amounts shall be based upon a reasonable allocation thereof by such Lender to any LIBOR Rate Loans made by such Lender hereunder), any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital or liquidity in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Alternative CurrencyRegulatory Change, and solely to the extent that such Lender generally imposes such Additional Costs on other similarly situated borrowers of such Lender in similar circumstances (to the extent such Lender has the right to do so), that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than Excluded Taxes); or (ii) imposes or modifies any reserve, special deposit, liquidity or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of the LIBOR Base Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy and liquidity).

Additional Costs. Subject to Sections 4.04(c), (ad) If and so long as (e): (i) Without duplication of any Revolving Credit amounts payable described in Section 3.03(c) or 4.03(a), if after the date hereof, any Regulatory Change shall (1) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Lender’s Commitment or Loans, (2) subject the Administrative Agent or any Lender is required to comply with reserve assetsany Taxes (other than (A) Indemnified Taxes, liquidity(B) Excluded Taxes (other than Taxes measured by the overall capital or net worth of the Administrative Agent or such Lender) and (C) Other Connection Taxes) on its loans, cash margin loan principal, letters of credit, commitments, or other requirements of obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (3) impose on any monetary Lender (or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Applicable Lending Office) any other condition regarding this Agreement, its Commitment or the Loans and the result of any event referred to in any Alternative Currencyclause (1), such Lender may require the relevant Borrower (2) or (3) shall be to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be increase the cost to such Lender (or such Lender’s Applicable Lending Office) of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower maintaining its Commitment or any Eurodollar Loans made by such Lender (which increase in cost shall be payable calculated in accordance with such Lender’s reasonable averaging and attribution methods) by an amount which such Lender deems to be material, then, upon demand by such Lender, the Borrower shall pay to the Administrative Agent for or such Lender, as the account of case may be, on demand, an amount equal to such Lender on each date on which interest is payable for such Loan.increase in cost; and (cii) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount Without duplication of any sum received amounts payable described in Section 3.03(c) or receivable by 4.03(a), if any Lender shall have determined that any Regulatory Change relating to capital adequacy or liquidity (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender including any Regulatory Change made prior to be material, by reason of the fact that such Borrower is incorporated indate hereof but not effective until after the date hereof), or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand compliance by such Lender (or such Lender’s Applicable Lending Office) with a copy to any Regulatory Change regarding capital adequacy or liquidity (whether or not having the Administrative Agentforce of law). A certificate , has or would have the effect of, reducing the rate of return on capital for such Lender claiming compensation (or such Lender’s Applicable Lending Office) or any corporation controlling such Lender as a consequence of its obligations under this paragraph and setting forth Agreement to a level below that which such Lender (or such Lender’s Applicable Lending Office) or such corporation could have achieved but for such Regulatory Change (taking into consideration such Lender’s (or such Lender’s Applicable Lending Office) or such corporation’s policies with respect to capital adequacy or liquidity), then from time to time, upon demand by such Lender, the Borrower shall pay to such Lender, on demand, such additional amount or amounts to be paid to it hereunder as will compensate such Lender (and the basis or such Lender’s Applicable Lending Office) or such corporation for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesreduction.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of the Adjusted Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes, modifies or deems applicable any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of the Adjusted Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) subjects any Recipient to any Borrower is increased (Taxes under this Agreement or any of the amount other Loan Documents in respect of any sum received of such portions of the Loan or receivable its Commitments (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on portions of the Loan is determined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by, such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrowers shall promptly pay to the Agent for the account of each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency LIBOR Loans in any Alternative Currency, or such obligation or the maintenance by such Lender may require of capital in respect of its LIBOR Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the relevant Borrower basis of taxation of any amounts payable to paysuch Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitment (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), contemporaneously or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined) relating to any extensions of credit or other assets of, or any deposits with each payment or other liabilities of, or other credit extended by, or any other acquisition of interest funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on each capital of such Lender (or on the capital of such Lender’s Eurocurrency Loans subject holding company) to a level below that which such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending officesuch Lender’s holding company) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making, continuing, converting to or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitments (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a) and Taxes indemnified under Section 3.12 to the extent the Borrower (or any Person for the account or on each date on which interest is payable behalf of the Borrower) has actually paid such indemnified amounts); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of LIBOR for such Loan. (c) If the cost relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, such Lender, or any Borrower is increased (or the amount commitment of any sum received or receivable by any such Lender (including, without limitation, the Commitments of such Lender hereunder); or its applicable lending office(iii) is reduced) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary Loans or its obligation to make any Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital or liquidity in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation (other than for Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and Connection Income Taxes) of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment; or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment a level below that which such Lender could have achieved but for such Regulatory Change (but subject to the terms of interest on each of Section 3.12.) (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. If any applicable domestic or foreign law, treaty, government rule or regulation now or later in effect (whether or not it now applies to the Bank) or the interpretation or administration thereof by a governmental authority charged with such interpretation or administration, or compliance by the Bank with any guideline, request or directive of such an authority (whether or not having the force of law), shall (a) If and so long as any Revolving Credit Lender is required affect the basis of taxation of payments to comply with reserve assets, liquidity, cash margin or other requirements the Bank of any monetary or other authority or regulation (including any such requirement imposed amounts payable by the European Central Bank Borrower under this Note or the European System other Related Documents (other than taxes imposed on the overall net income of Central Banksthe Bank by the jurisdiction or by any political subdivision or taxing authority of the jurisdiction in which the Bank has its principal office), but excluding requirements reflected in or (b) impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, Federal Deposit Insurance Corporation deposit insurance premiums or assessments) against assets of, deposits with or for the Statutory Reserve Rateaccount of, or credit extended by the Bank, or (c) in impose any other condition with respect to this Note or the other Related Documents and the result of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower foregoing is to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be increase the cost to such Lender the Bank of complying with such requirements in relation extending, maintaining or funding any LIBOR Rate Advance or to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or reduce the amount of any sum received or receivable by the Bank on any Lender Advance, or (d) affect the amount of capital required or expected to be maintained by the Bank (or any corporation controlling the Bank) and the Bank determines that the amount of such capital is increased by or based upon the existence of the Bank’s obligations under this Note or the other Related Documents and the increase has the effect of reducing the rate of return on the Bank’s (or its applicable lending officecontrolling corporation’s) is reducedcapital as a consequence of the obligations under this Note or the other Related Documents to a level below that which the Bank (or its controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed in good faith by such Lender the Bank to be material, by reason of then the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender pay to the Bank, from time to time, upon request by the Bank, additional amounts sufficient to compensate the Bank for such the increased cost or reduction within 15 days after demand by such Lender (with a copy reduced sum receivable. Whenever the Bank shall learn of circumstances described in this section which are likely to result in additional costs to the Administrative Agent). A certificate Borrower, the Bank shall give prompt written notice to the Borrower of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for and the calculation estimated amount of any such anticipated additional costs. A statement as to the amount of the increased cost or amounts) reduced sum receivable, prepared in good faith and in reasonable detail by the Bank and submitted by the Bank to the Borrower, shall be conclusive and binding for all purposes absent manifest error in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxescomputation.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loan (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of its Loan (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a) or payable as a result of failing to deliver forms required by Section 3.12.(c)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of the Adjusted Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require the relevant Borrower to payLender, contemporaneously with each payment of interest on each or any commitment of such Lender’s Eurocurrency Loans subject to such requirements, additional interest ; or (iii) has or would have the effect of reducing the rate of return on such Loan at a rate per annum specified by capital of such Lender to be the cost to a level below that which such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable could have achieved but for such Loan. Regulatory Change (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by taking into consideration such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of the Adjusted Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with reserve assetsor for the account of, liquidityor credit extended by, cash margin or Citibank; or (ii) impose on Citibank any other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank condition affecting this Agreement or the European System of Central Banks, but excluding requirements reflected in Credits; and the Statutory Reserve Rate) in respect result of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower foregoing shall be to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be increase the cost to such Lender Citibank in an amount Citibank deems material of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making issuing or maintaining any Revolving Credit Loan to any Borrower is increased (the Credits or reduce the amount of any sum received or receivable by Citibank hereunder (whether of principal, interest or otherwise), other than any Lender increase in costs resulting from (i) Excluded Taxes or its applicable lending office(ii) Indemnified Taxes or Other Taxes to which Section 6 is reduced) by an amount deemed applicable, then Applicant will pay to Citibank in good faith by accordance with Section 4 such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts as will compensate Citibank for such additional costs incurred or reduction suffered. (b) If Citibank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on Citibank’s capital or on the capital of Citibank’s holding company, if any, as a consequence of this Agreement or the Credits to be paid to it hereunder a level below that which Citibank or Citibank’s holding company could have achieved but for such Change in Law (taking into consideration Citibank’s policies and the basis policies of Citibank’s holding company with respect to capital adequacy), then from time to time Applicant will pay to Citibank in accordance with Section 4 such additional amount or amounts as will compensate Citibank or Citibank’s holding company for any such reduction suffered. (c) A certificate of Citibank setting forth the calculation amount or amounts necessary to compensate Citibank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, and explaining in reasonable detail the method by which such amount or amounts) amounts shall have been determined, shall be delivered to Applicant and shall be conclusive in the absence of absent manifest error. This Section 2.28(c) ; provided that Citibank shall not apply with respect be required to Taxesdeliver information pursuant to this Section relating to its business, other than any such information that is available to the Applicant on a nonconfidential basis prior to the date of such certificate. Applicant shall pay to Citibank the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of Citibank to demand compensation pursuant to this Section shall not constitute a waiver of Citibank’s right to demand such compensation; provided that Applicant shall not be required to compensate Citibank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that Citibank notifies Applicant of the Change in Law giving rise to such increased costs or reductions and of Citibank’s intention to claim compensation therefor.

Additional Costs. (a) If and so long The Company shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs that such Lender is required determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or other authority its obligation to make any LIBOR Loans hereunder, or regulation (including any reduction in any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan.Regulatory Change that: (bi) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by subject any Lender (or its applicable lending officeApplicable Lending Office for any of such Loans) is reduced) by an amount deemed to any tax, duty or other charge in good faith by respect of such Loans or its Note or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Note in respect of any of such Loans (excluding any Taxes based on net income or in lieu of net income imposed on such Lender by the jurisdiction in which such Lender has its principal office or its Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than any thereof, including, without limitation, the Reserve Requirement, utilized in the determination of the Adjusted LIBO Rate or LIBO Rate for such Loan) relating to be materialany extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "LIBO Rate" in Section 1.1 hereof), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities) or its Commitment. If any Lender requests compensation from the Company under this Section 5.1(a), the Company may, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by notice to such Lender (with a copy to the Administrative Agent). A certificate , suspend the obligation of such Lender claiming thereafter to make or Continue LIBOR Loans, or to Convert Prime Rate Loans into LIBOR Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.4 hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Prime Rate Loans into, LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.4 hereof shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 5.1 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (d) Each Lender shall notify the Company of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (c) of this paragraph and setting forth the additional amount or amounts Section 5.1 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; PROVIDED that if (i) any Lender fails to be paid to give such notice within 45 days after it hereunder (and the basis for the calculation obtains actual knowledge of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply an event, such Lender shall, with respect to Taxescompensation payable pursuant to this Section 5.1 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.1 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the reasonable opinion of such Lender, be disadvantageous to such Lender (including, without limitation, by reason of any economic, legal or regulatory cost or disadvantage that such Lender may bear or suffer by reason of such designation). Each Lender will furnish to the Company a certificate setting forth in reasonable detail the basis and amount of each request by such Lender for compensation under paragraph (a) or (c) of this Section 5.1. Determinations and allocations by any Lender for purposes of this Section 5.1 of the effect of any Regulatory Change pursuant to paragraph (a) or (b) of this Section 5.1, or of the effect of capital maintained pursuant to paragraph (c) of this Section 5.1, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.1, shall be conclusive, PROVIDED that such determinations and allocations are made on a reasonable basis.

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply Change in Law shall: (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with reserve assetsor for the account of, liquidityor credit extended by, cash margin or Citibank; or (ii) impose on Citibank any other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank condition affecting this Agreement or the European System of Central Banks, but excluding requirements reflected in Credits; and the Statutory Reserve Rate) in respect result of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower foregoing shall be to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be increase the cost to such Lender Citibank in an amount Citibank deems material of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making issuing or maintaining any Revolving Credit Loan to any Borrower is increased (the Credits or reduce the amount of any sum received or receivable by Citibank hereunder (whether of principal, interest or otherwise), other than any Lender increase in costs resulting from (i) Excluded Taxes or its applicable lending office(ii) Indemnified Taxes or Other Taxes to which Section 6 is reduced) by an amount deemed applicable, then Applicant will pay to Citibank in good faith by accordance with Section 4 such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts as will compensate Citibank for such additional costs incurred or reduction suffered. (b) If Citibank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on Citibank’s capital or on the capital of Citibank’s holding company, if any, as a consequence of this Agreement or the Credits to be paid to it hereunder a level below that which Citibank or Citibank’s holding company could have achieved but for such Change in Law (taking into consideration Citibank’s policies and the basis policies of Citibank’s holding company with respect to capital adequacy), then from time to time Applicant will pay to Citibank in accordance with Section 4 such additional amount or amounts as will compensate Citibank or Citibank’s holding company for any such reduction suffered. (c) A certificate of Citibank setting forth the calculation amount or amounts necessary to compensate Citibank or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section, and explaining in reasonable detail the method by which such amount or amounts) amounts shall have been determined, shall be delivered to Applicant and shall be conclusive in the absence of absent manifest error. This Section 2.28(c) ; provided that Citibank shall not apply with respect be required to Taxesdeliver information pursuant to this Section relating to its business, other than any such information that is available to the Applicant on a nonconfidential basis prior to the date of such certificate. Applicant shall pay to Citibank the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of Citibank to demand compensation pursuant to this Section shall not constitute a waiver of Citibank’s right to demand such compensation; provided that Applicant shall not be required to compensate Citibank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that Citibank notifies Applicant of the Change in Law giving rise to such increased costs or reductions and of Citibank’s intention to claim compensation therefor. (e) Notwithstanding the foregoing provisions of this Section, Citibank shall not be entitled to compensation pursuant to this Section if it is not at the time the general policy or practice of Citibank to demand compensation in similar circumstances in similar agreements.

Additional Costs. (a) If and so long as the adoption of or any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin change in any Requirement of Law regarding capital adequacy or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rateinterpretation or application thereof by any Governmental Authority or compliance by any Canadian Lender or any corporation controlling such Canadian Lender with any request or directive regarding capital adequacy (whether or not having the force of law) in respect from any Governmental Authority made subsequent to the date hereof shall have the effect of any reducing the rate of return on such Canadian Lender's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such Canadian Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Eurocurrency Loans in any Alternative Currency, 's or such Lender may require the relevant Borrower corporation's policies with respect to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified capital adequacy) by an amount deemed by such Canadian Lender to be material, then from time to time, the cost Canadian Borrower shall promptly pay to such Canadian Lender, upon written demand therefor, such additional amount or amounts as will compensate such Canadian Lender for such reduced rate of complying with return. In determining such requirements additional amounts, each Canadian Lender will act reasonably and in relation good faith and will use averaging and attribution methods which are reasonable and which will, to the extent the reduced rate of return relates to such LoanCanadian Lender's loans or commitments in general and are not specifically attributable to C$ Loans or Canadian Commitments hereunder, be calculated with respect to all loans or commitments similar to the C$ Loans or Canadian Commitments made by such Canadian Lender hereunder whether or not the loan documentation for such other loans or commitments permits the Canadian Lender to charge the respective borrower on a basis similar to that provided in this subsection 3.8. (b) Any If any Canadian Lender becomes entitled to claim any additional interest owed amounts pursuant to paragraph (a) above this subsection, it shall be determined by promptly notify the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Canadian Borrower (with a copy to the Canadian Administrative Agent) at least five Business Days before each date on which interest is payable for of the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, event by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Canadian Lender to the Canadian Borrower (with a copy to the Canadian Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and , showing in reasonable detail the basis for the calculation thereof, shall be prima facie evidence of such amount or amounts) additional amounts payable. The agreements in this subsection shall be conclusive in survive the absence termination of manifest error. This Section 2.28(c) shall not apply with respect to Taxesthe Credit Agreement and the payment of the C$ Loans and all other amounts payable thereunder.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency LIBOR Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender to be of capital in respect of its LIBOR Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such requirements in relation to such Loan. LIBOR Loans or its Commitment (b) Any additional interest owed pursuant to paragraph (a) above shall be determined other than taxes imposed on or measured by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account overall net income of such Lender on each date on or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which interest is payable for such Loan. Lender has its principal office or such Lending Office), or (cii) If imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the cost Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Revolving Credit Lender other category of making liabilities or maintaining any Revolving Credit Loan category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined) relating to any Borrower is increased (extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of each affected Lender from time to time such amounts as such Lender on each date on may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitments (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which interest is payable are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of LIBOR for such Loan. (c) If the cost relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, such Lender, or any Borrower is increased (or the amount commitment of any sum received or receivable by any such Lender (including, without limitation, the Commitments of such Lender hereunder); or its applicable lending office(iii) is reduced) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If If, as a result of any Regulatory Change: (i) any Lender shall be subject to any tax of any kind whatsoever with respect to amounts payable to it under this Agreement, or the basis of taxation of payments to such Lender in respect thereof is changed (except, in each case, for Non-Excluded Taxes covered by Section 2.14, taxes described in clauses (x) through (z) of Section 2.14(a), net income taxes, franchise taxes, and so long as branch profits taxes, and changes in the rate of tax on the overall net income of such Lender); or (ii) any Revolving Credit Lender is required to comply with reserve assetsreserve, special deposit, capital adequacy, liquidity, cash margin compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, any Lender, which requirements are generally applicable to extensions of credit or other assets of, or deposits with or other liabilities of, such Lender, are imposed, modified, or deemed applicable; or (iii) any other condition, cost or expense (other than taxes) affecting this Agreement or any Loans is imposed on any Lender after the date hereof, which condition, cost or expense (other than taxes) is generally applicable to loans made by such Lender; and any Lender determines that, by reason thereof, the cost to such Lender (or a holding company of any monetary Lender) of making, continuing, converting or other authority maintaining its Commitment or regulation (including any of its Loans to the Borrower is increased or any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require is reduced or the relevant Borrower to pay, contemporaneously with each payment rate of interest return on each of such Lender’s Eurocurrency Loans subject (or holding company’s) capital is reduced (taking into consideration such Lender’s or holding company’s policies with respect to such requirementscapital adequacy and liquidity), additional interest on such Loan at a rate per annum specified in each case by an amount reasonably deemed by such Lender to be material (such increases in cost and reductions in amounts receivable being herein called “Additional Costs”), then the cost Borrower shall pay to such Lender upon its request the additional amount or amounts as will compensate such Lender for such Additional Costs within 15 Business Days after written notice of complying with such requirements in relation Additional Costs is received by the Borrower; provided, however, that if all or any such Additional Costs would not have been payable or incurred but for such Lender’s voluntary decision to designate a new Lending Office, the Borrower shall have no obligation under this Section 2.13 to compensate such Lender for such amount relating to such LoanLender’s decision; provided, further, that the Borrower shall not be required to make any payments to such Lender for Additional Costs incurred more than 60 days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor. (b) Any additional interest owed pursuant Without limiting the effect of the provisions of Section 2.13(a) (but without duplication thereof), the Borrower will pay to paragraph (a) above shall be determined any Lender, within 15 Business Days of receipt by the relevant Borrower of notice from such Lender, which determination shall be conclusive absent manifest errorfor each day such Lender is required to maintain reserves against “Eurocurrency liabilities” under Regulation D of the Board as in effect on the date of this Agreement, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such an additional interest so notified to the relevant Borrower amount determined by such Lender shall be payable equal to the Administrative Agent product of the following: (i) the principal amount of the Eurodollar Loan; (ii) the remainder of (x) a fraction the numerator of which is the Eurodollar Rate for such Eurodollar Loan and the account denominator of which is one minus the rate at which such reserve requirements are imposed on such Lender on such day minus (y) such numerator; and (iii) 1/360. Such Lender shall request payment under this Section 2.13(b) by giving notice to the Borrower as of the last day of each date on which interest is payable Interest Period for each Eurodollar Loan (and, if such LoanInterest Period exceeds three months’ duration, also as of three months, or a whole multiple thereof, after the first day of such Interest Period). Such notice shall specify the basis for requesting such compensation and the method for determining the amount thereof. Such Lender shall provide any evidence of such requirement to maintain reserves as the Borrower may reasonably request. (c) If Notwithstanding anything herein to the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Regulatory Change, regardless of the date enacted, adopted, issued or implemented. (d) Each Lender will notify the Borrower and the Administrative Agent of any Regulatory Change occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to Section 2.13(a) or (c) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If such Lender requests compensation under Section 2.13(a) or (c), the Borrower may, by notice to such Lender require that such Lender forward to the Borrower a statement setting forth the basis for requesting such compensation and the method for determining the amount of any sum received or receivable thereof. Determinations by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason for purposes of this Section 2.13 of the fact effect of any Regulatory Change shall be conclusive, provided that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of determinations are made absent manifest error. This Section 2.28(c) shall not apply with respect to Taxes.

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it reasonably determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) except as provided in Section 3.10.(c), changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitment (other than taxes, deductions, withholdings or other governmental charges that are excluded from the definition of “Taxes” pursuant to Section 3.10.(a)), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of LIBOR for such LIBOR Loans) relating to any Borrower is increased (extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to make special deposits with the Bank of England, to maintain reserve asset ratios or to pay fees, in each case in respect of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loan at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the formula and in the manner set forth in Exhibit D hereto. (b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate or the Mandatory Costs Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (bc) Any additional interest owed pursuant to paragraph (a) or (b) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (cd) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest errorIn addition to, and notified to not in limitation of or in duplication of the relevant immediately preceding subsection, the Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) subjects such Lender to any Borrower 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 any of such LIBOR Loans or its Commitments; (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) is reduced) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long Borrower shall promptly pay to Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender to be of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each such case resulting from any Regulatory Change that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such requirements in relation to such Loan. Loans or its Commitment (b) Any additional interest owed pursuant to paragraph (a) above shall be determined other than taxes imposed on or measured by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account overall net income of such Lender on each date on or of its Lending Office for any of such Loans by the jurisdiction in which interest is payable for such Loan. Lender has its principal office or such Lending Office); or (cii) If imposes or modifies any reserve, special deposit or similar requirements (including Regulation D of the cost Board of Governors of the Federal Reserve System) relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, such Lender, or any Borrower is increased (or the amount commitment of any sum received or receivable by any such Lender (including, without limitation, the Commitment of such Lender hereunder); or its applicable lending office(iii) is reduced) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Lender from time to time, without duplication, such amounts as such Lender may reasonably determine to be necessary to compensate it or its parent corporation, without duplication, for any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed costs incurred by the European Central Bank Lender or its parent corporation which it determines are attributable to its making or maintaining any Loan or its obligation to make any Loans, or any reduction in any amount receivable by the Lender under this Agreement or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Notes in respect of any of such Loans, including reductions in the rate of return on a Lender’s Eurocurrency 's capital (such increases in costs and reductions in amounts receivable and returns being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or the Notes in respect of any of such Loans in (other than taxes imposed on or measured by income, revenues or assets); or (ii) imposes or modifies any Alternative Currencyreserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require or its parent corporation (other than any such reserve, deposit or requirement reflected in the relevant Borrower to payPrime Rate, contemporaneously the Federal Funds Effective Rate or the Eurodollar Rate, in each case computed in accordance with each payment of interest on each the respective definitions of such Lender’s Eurocurrency Loans subject to such requirements, additional interest terms set forth in Section 1.1 hereof); or (iii) has or would have the effect of reducing the rate of return on such Loan at a rate per annum specified by capital of any such Lender to be a level below that which the cost Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's policies with respect to capital adequacy); or (iv) imposes any other condition adversely affecting the Lender or its parent corporation under this Agreement or the Notes (or any of such extensions of credit or liabilities). The Lender will notify the Authorized Representative of complying with any event occurring after the Closing Date which would entitle it to compensation pursuant to this Section 3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such requirements in relation to such Loancompensation. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by Without limiting the relevant Lendereffect of the foregoing provisions of this Section 3.1, which determination shall be conclusive absent manifest error, and notified to in the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be materialevent that, by reason of any Regulatory Change, the fact that such Borrower is incorporated in, Lender or conducts business in, its parent corporation either (i) incurs Additional Costs based on or measured by the excess above a jurisdiction outside specified level of the United States amount of America, such Borrower shall indemnify such a category of deposits or other liabilities of the Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.its parent corporation which

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board or other reserve requirement to the extent utilized in the determination of the LIBOR Base Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a), the Borrower shall following fifteen (15) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable days written demand therefor pay to the Administrative Agent for the account of a Lender such amounts as such Lender on each date on which interest is payable may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it reasonably determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its obligation to make any LIBOR Loans (or any Base Rate Loans bearing interest based on the LIBOR Market Index Rate) hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (or any such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower is increased other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans (or Base Rate Loans bearing interest based on the amount LIBOR Market Index Rate) is determined) relating to any extensions of credit or other assets of, or any sum received deposits with or receivable other liabilities of, or other credit extended by, or any other acquisition of funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved or increasing any liquidity requirement but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy and liquidity).

Additional Costs. If the adoption of, or any change in, any Requirement of Law or in the interpretation or application thereof or compliance by any Lender with any request or directive (awhether or not having the force of law) If and so long as from any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin central bank or other requirements Governmental Authority or the NAIC made subsequent to the date hereof: (i) shall subject any Lender to any tax of any monetary kind whatsoever with respect to this Agreement, any Note or any Loan made by it or change the basis of taxation of payments to such Lender in respect thereof by any Governmental Authority (except for Covered Taxes and Other Taxes and changes in the rate of tax on the overall net income of such Lender or its applicable lending office, or any affiliate thereof or franchise tax by any Governmental Authority); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other authority liabilities in or regulation (including for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected Lender which is not otherwise included in the Statutory Reserve Ratedetermination of the LIBOR Rate hereunder; or (iii) in respect shall impose on such Lender any other condition (excluding Taxes); and the result of any of the foregoing is to increase the cost to such Lender’s Eurocurrency , by an amount which such Lender deems to be material, of making or maintaining Loans or to reduce any amount receivable hereunder in respect thereof then, in any Alternative Currencysuch case, Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender may require for such increased cost or reduced amount receivable. If any Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower, through the relevant Borrower Arranger, of the event by reason of which it has become so entitled. In the event that any Lender shall have determined that the adoption of any law, rule, regulation or guideline regarding capital adequacy (or any change therein or in the interpretation or application thereof) or compliance by any Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any central bank or Governmental Authority or the NAIC, in each case, made subsequent to paythe date hereof including, contemporaneously with each payment without limitation, the issuance of interest any final rule, regulation or guideline, does or shall have the effect of reducing the rate of return on each of such Lender’s Eurocurrency Loans subject 's or such corporation's capital as a consequence of its obligations hereunder to a level below that which such requirementsLender or such corporation could have achieved but for such adoption, additional interest on change or compliance (taking into consideration such Loan at a rate per annum specified Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender to be the cost material, then from time to time, after submission by such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative AgentArranger) at least five Business Days before each date on which interest is payable for the relevant Loanof a written request therefor, and Borrower shall promptly pay to such Lender such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making amount or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify amounts as will compensate such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesreduction.

Additional Costs. (ai) If With respect to any LIBOR Rate Advance or LIBOR Rate Loan, if (A) any present or future law, including, without limitation, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and so long as Consumer Protection Act and the Basel Rules, imposes, modifies, or deems applicable (or if compliance by any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements any requirement of any monetary court or authority results in) any reserve requirement, and if (B) those reserves reduce any sums receivable by such Lender under this Agreement or increase the costs incurred by such Lender in advancing or maintaining any portion of any LIBOR Rate Advance or LIBOR Rate Loan, then such Lender (through Agent) shall deliver to Borrowers a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate it for its reduction or increase, as the case may be (which certificate is conclusive and binding absent manifest error), and (D) Borrowers shall promptly pay that amount to Agent upon demand. This paragraph shall survive the satisfaction and payment of all Indebtedness and termination of this Agreement. This paragraph may be invoked by Lenders only if Lenders are generally invoking similar provisions against other authority Persons to which Lenders lend funds pursuant to facilities similar to the Facilities. (ii) With respect to the Term Loan or regulation (including the Revolving Line of Credit, if any such present or future law regarding capital adequacy or compliance by any Lender with any request, directive or requirement now existing or hereafter imposed by the European Central Bank any court or the European System of Central Banksauthority regarding capital adequacy, but excluding requirements reflected or any change in its written policies or in the Statutory Reserve Raterisk category of this transaction, reduces the rate of return on its capital as a consequence of its obligations under this Agreement, including, without limitation, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the Basel Rules, to a level below that which it otherwise could have achieved (taking into consideration its policies with respect to capital adequacy) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by an amount deemed by such Lender to be material (and it may, in determining the cost amount, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then (unless the effect is already reflected in the rate of interest then applicable under this Agreement) Agent shall notify Borrowers and deliver to Borrowers a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be certificate is conclusive and binding absent manifest error), and notified Borrowers shall promptly pay that amount to Agent (for the benefit of such Lender) upon demand. This paragraph shall survive the satisfaction and payment of all Indebtedness and termination of this Agreement. This paragraph may be invoked by Lenders only if Lenders are generally invoking similar provisions against other Persons to which Lenders lend funds pursuant to facilities similar to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such LoanFacilities. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of each affected Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.14.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any Commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of Section 5.1(a), Borrower shall pay, within ten (a10) If and so long Business Days days of receipt of written notice by the relevant Lender, to Administrative Agent for the account of the applicable Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency LIBOR Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender to be of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than Indemnified Taxes or Excluded Taxes); or (ii) imposes or modifies any reserve, special deposit or similar requirements (including, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is determined) relating to any extensions of credit or other assets of, or any deposits with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lenderor other liabilities of, which determination shall be conclusive absent manifest erroror other credit extended by, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower or any other acquisition of funds by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, the Commitments of such Lender hereunder); or (iii) is reduced) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest errorIn addition to, and notified to not in limitation of the relevant immediately preceding subsection, the Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined to the extent utilized when determining Adjusted LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as the adoption of or any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin change in any Requirement of Law regarding capital adequacy or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rateinterpretation or application thereof by any Governmental Authority or compliance by any Canadian Lender or any corporation controlling such Canadian Lender with any request or directive regarding capital adequacy (whether or not having the force of law) in respect from any Governmental Authority made subsequent to the date hereof shall have the effect of any reducing the rate of return on such Canadian Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Canadian Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s Eurocurrency Loans in any Alternative Currency, or such Lender may require the relevant Borrower corporation’s policies with respect to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified capital adequacy) by an amount deemed by such Canadian Lender to be material, then from time to time, the cost Canadian Borrower shall promptly pay to such Canadian Lender, upon written demand therefor, such additional amount or amounts as will compensate such Canadian Lender for such reduced rate of complying with return. In determining such requirements additional amounts, each Canadian Lender will act reasonably and in relation good faith and will use averaging and attribution methods which are reasonable and which will, to the extent the reduced rate of return relates to such LoanCanadian Lender’s loans or commitments in general and are not specifically attributable to C$ Loans or Canadian Commitments hereunder, be calculated with respect to all loans or commitments similar to the C$ Loans or Canadian Commitments made by such Canadian Lender hereunder whether or not the loan documentation for such other loans or commitments permits the Canadian Lender to charge the respective borrower on a basis similar to that provided in this subsection 3.8. (b) Any If any Canadian Lender becomes entitled to claim any additional interest owed amounts pursuant to paragraph (a) above this subsection, it shall be determined by promptly notify the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Canadian Borrower (with a copy to the Canadian Administrative Agent) at least five Business Days before each date on which interest is payable for of the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, event by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Canadian Lender to the Canadian Borrower (with a copy to the Canadian Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and , showing in reasonable detail the basis for the calculation thereof, shall be prima facie evidence of such amount or amounts) additional amounts payable. The agreements in this subsection shall be conclusive in survive the absence termination of manifest error. This Section 2.28(c) shall not apply with respect to Taxesthe Credit Agreement and the payment of the C$ Loans and all other amounts payable thereunder.

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender▇▇▇▇▇▇’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender ▇▇▇▇▇▇ claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.

Additional Costs. (a) If If, as a result of any Regulatory Change: (i) the basis of taxation of payments to any Lender of the principal of or interest on any LIBOR Loans, any CD Rate Loans or LIBOR Competitive Loans or any other amounts payable under this Agreement in respect thereof (other than Non-Excluded Taxes covered by subsection 2.17 and so long as taxes imposed on the overall net income of any Revolving Credit Lender Lender) is required changed; (ii) any reserve, special deposit, or capital adequacy, or similar requirements relating to comply with reserve assets, liquidity, cash margin any extensions of credit or other requirements of assets of, or any monetary deposits with or other authority liabilities of, any Lender are imposed, modified, or regulation deemed applicable; or (including iii) any such requirement other condition affecting this Agreement or any LIBOR Loans, any CD Rate Loans or LIBOR Competitive Loans is imposed on any Lender after the date hereof; and any Lender determines that, by reason thereof, the European Central Bank cost (or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Ratecase of clause (i) above, the actually incurred cost) to such Lender of making or maintaining its Commitment or any of its LIBOR Loans, CD Rate Loans or LIBOR Competitive Rate Loans to the Borrower is increased or any amount receivable by such Lender hereunder in respect of any of such Lender’s Eurocurrency Loans is reduced, in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified case by an amount reasonably deemed by such Lender to be material (such increases in cost and reductions in amounts receivable being herein called "Additional Costs"), then the cost Borrower shall pay to such Lender of complying with upon its request the additional amount or amounts as will compensate such requirements in relation Lender for such Additional Costs within 15 Business Days after such written notice is received; provided, however, that if all or any such Additional Costs would not have been payable or incurred but for such Lender's voluntary decision to designate a new Applicable Lending Office, the Borrower shall have no obligation under this subsection 2.16 to compensate such Lender for such amount relating to such LoanLender's decision; provided, further, that the Borrower shall not be required to make any payments to such Lender for Additional Costs resulting from capital adequacy requirements unless (A) such Lender has given at least 60 days' prior written notice of its intent to request such payments and (B) such payments are with respect to Additional Costs which accrued and were incurred after the expiration of such 60-day notice period. Each Lender will notify the Borrower and the Administrative Agent of any Regulatory Change occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this subsection 2.16(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If such Lender requests compensation under this subsection 2.16(a) in respect of any Regulatory Change, the Borrower may, by notice to such Lender, require that such Lender forward to the Borrower a statement setting forth the basis for requesting such compensation and the method for determining the amount thereof. (b) Any additional interest owed pursuant Without limiting the effect of the provisions of subsection 2.16(a) (but without duplication thereof), the Borrower will pay to paragraph (a) above shall be determined any Lender, within 15 Business Days of receipt by the relevant Borrower of notice from such Lender, which determination shall be conclusive absent manifest errorfor each day such Lender is required to maintain reserves against "Eurocurrency liabilities" under Regulation D of the Board as in effect on the date of this Agreement, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such an additional interest so notified to the relevant Borrower amount determined by such Lender shall be payable equal to the Administrative Agent product of the following: (i) the principal amount of the LIBOR Loan or LIBOR Competitive Loan, as the case may be; (ii) the remainder of (x) a fraction the numerator of which is LlBOR for such LIBOR Loan or LIBOR Competitive Loan, as the account case may be, and the denominator of which is one minus the rate at which such reserve requirements are imposed on such Lender on such day minus (y) such numerator; and (iii) 1/360. Such Lender shall request payment under this subsection 2.16(b) by giving notice to the Borrower as of the last day of each date on which interest is payable Interest Period for each LIBOR Loan and LIBOR Competitive Loan, as the case may be (and, if such LoanInterest Period exceeds three months' duration, also as of three months, or a whole multiple thereof, after the first day of such Interest Period). Such notice shall specify the basis for requesting such compensation and the method for determining the amount thereof. Such Lender shall provide any evidence of such requirement to maintain reserves as the Borrower may reasonably request. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable Determinations by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason for purposes of this subsection 2.16 of the fact effect of any Regulatory Change shall be conclusive, provided that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of determinations are made absent manifest error. This Section 2.28(c) The agreements in this subsection shall not apply with respect to Taxessurvive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.

Additional Costs. Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may determine to be necessary to compensate it for any increased costs which such Bank determines are attributable to its making or maintaining a LIBOR Loan or Bid Rate Loan, or its obligation to make or maintain a LIBOR Loan or Bid Rate Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of its LIBOR Loan or Bid Rate Loan(s) or such obligations (asuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which: (1) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements changes the basis of taxation of any monetary or other authority or regulation (including any amounts payable to such requirement imposed by the European Central Bank under this Agreement or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Notes in respect of any such LIBOR Loan or Bid Rate Loan (other than changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on such Bank or its Applicable Lending Office by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any LIBOR Loan or Bid Rate Loan or any deposits referred to in the definition of "LIBOR Interest Rate" in Section 1.01), or any commitment of such Lender’s Eurocurrency Loans Bank (including such Bank's Loan Commitment hereunder); or (3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities). Notwithstanding the foregoing, in the event that any Alternative CurrencyBank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Lender may require Bank shall provide written notice thereof to Borrower (with a copy to Administrative Agent), which notice shall include the relevant dollar amount of the Additional Costs, and Borrower to payshall have the option, contemporaneously with each payment which option must be exercised within five (5) Banking Days of interest on each Borrower's receipt of such Lender’s Eurocurrency Loans notice, to prepay such LIBOR Loan or to Convert such LIBOR Loan into a Base Rate Loan, subject, however, to the provisions of Section 3.05. Without limiting the effect of the provisions of the first paragraph of this Section, in the event that, by reason of any Regulatory Change, any Bank either (1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits of other liabilities of such Bank which includes deposits by reference to which the LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Bank which includes loans based on the LIBOR Interest Rate or (2) becomes subject to restrictions on the amount of such requirementsa category of liabilities or assets which it may hold, additional interest on then, if such Loan at a rate per annum specified Bank so elects by such Lender notice to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent), the obligation of such Bank to permit Elections of, to Continue, or to Convert Base Rate Loans into, LIBOR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) at least five Business Days before each date on which interest is payable until such Regulatory Change ceases to be in effect. Determinations and allocations by a Bank for purposes of this Section of the relevant Loan, and such additional interest so notified effect of any Regulatory Change pursuant to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account first or second paragraph of such Lender this Section, on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender its costs or rate of return of making or maintaining any Revolving Credit its Loan to any Borrower is increased (or the amount of any sum received portions thereof or on amounts receivable by any Lender (it in respect of its Loan or its applicable lending office) is reduced) by an amount deemed in good faith by portions thereof, and the amounts required to compensate such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation Bank under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) Section, shall be conclusive in the absence of absent manifest error. This To the extent that changing the jurisdiction of a Bank's Applicable Lending Office would have the effect of minimizing Additional Costs, each such Bank shall use reasonable efforts to make such a change, provided that same would not otherwise be disadvantageous to each such Bank. No Bank shall be entitled to any compensation pursuant to this Section 2.28(crelating to any period more than ninety (90) shall not apply with respect days prior to Taxesthe date notice thereof is given to Borrower by such Bank.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a) or payable as a result of failing to deliver forms required by Section 3.12(c)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of the Adjusted Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall pay to the Lender from time to time such amounts as the Lender may reasonably determine to be necessary to compensate it for any Revolving Credit costs incurred by the Lender is required which the Lender determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Advances or other authority or regulation Cost of Funds Advances hereunder (including i) changes the basis of taxation of any such requirement imposed by amounts payable to the European Central Bank Lender under this Agreement or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Note in respect of any of such Lender’s Eurocurrency Loans in Advances (other than taxes imposed on the overall net income of the Lender or its lending office for any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject Advances by the jurisdiction in which the Lender has its principal office or such lending office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, the Lender (with respect to such requirements, additional interest on Advances); or (iii) imposes any other condition affecting this Agreement or such Loan at a rate per annum specified by Advances or any of such extensions of credit or liabilities or commitments. The Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle the Lender to be compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. The Lender will furnish the cost Borrower with a certificate setting forth the basis and the amount of each request of the Lender for compensation under this Section. If the Lender requests compensation from the Borrower under this Section, the Borrower may, by notice to the Lender suspend the obligation of the Lender to make or Continue making, or Convert Advances into, Advances of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such Lender request ceases to be in effect (in which case the provisions of complying with such requirements in relation to such LoanSection 5.4 hereof shall be applicable). (b) Any additional interest owed pursuant to paragraph Without limiting the effect of the foregoing provisions of this Section, in the event that, by reason of any Regulatory Change, the Lender either (a) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Lender which includes deposits by reference to which the interest rate on LIBOR Advances or Cost of Funds Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of the Lender which includes LIBOR Advances or Cost of Funds Advances or (b) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Lender so elects by notice to the Borrower the obligation of the Lender to make or Continue making, or Convert Advances into, Advances of such Type hereunder shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan.suspended until such (c) If Determinations and allocations by the cost Lender for purposes of this Section of the effect of any Regulatory Change on its costs of maintaining its obligations to any Revolving Credit Lender make Advances or of making or maintaining any Revolving Credit Loan Advances or on amounts receivable by it in respect of Advances, and of the additional amounts required to any Borrower is increased (or compensate the amount Lender in respect of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to Additional Costs, shall be materialconclusive, by reason of the fact provided that such Borrower is incorporated in, or conducts business in, determinations and allocations are made on a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesreasonable basis.

Additional Costs. (a) If and so long as the adoption of, or any Revolving Credit change in, any Requirement of Law or in the interpretation or application thereof or compliance by any Lender is required to comply with reserve assets, liquidity, cash margin any request or directive (whether or not having the force of law) from any central bank or other requirements Governmental Authority or the NAIC made subsequent to the Closing Date: (i) shall subject any Lender or Issuing Lender to any tax of any monetary kind whatsoever with respect to this Agreement, any Note, any Letter of Credit or any Lender's participation therein, any Letter of Credit Document or any LIBOR Loan made by it or change the basis of taxation of payments to such Lender in respect thereof by any Governmental Authority (except for taxes covered by or expressly excluded from coverage by Section 5.06 and changes in the rate of tax on the overall net income or taxable income for any applicable minimum tax or alternative minimum tax of such Lender or its Applicable Lending Office, or any affiliate thereof or franchise tax by any Governmental Authority); (ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other authority liabilities in or regulation (including for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of such requirement imposed by the European Central Bank Lender or the European System of Central Banks, but excluding requirements reflected Issuing Lender which is not otherwise included in the Statutory Reserve Ratedetermination of the LIBOR Rate hereunder; or (iii) in respect shall impose on such Lender or Issuing Lender any other condition (excluding taxes); and the result of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower foregoing is to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be increase the cost to such Lender or Issuing Lender, by an amount which such Lender or Issuing Lender deems to be material, of complying with making, converting into, continuing or maintaining LIBOR Loans or issuing or participating in Letters of Credit or to reduce any amount receivable hereunder in respect thereof then, in any such requirements in relation case, Borrower shall promptly pay such Lender or Issuing Lender, upon its written demand, any additional amounts necessary to compensate such Lender or Issuing Lender for such increased cost or reduced amount receivable; provided, however, that a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 2.11 or 13.06 that was already a Lender hereunder immediately prior to such Loanassignment or transfer shall be entitled to additional amounts pursuant to this Section 5.01 on the assigned or transferred interest only to the same extent as the assignor Lender. If any Lender or Issuing Lender becomes entitled to claim any additional amounts pursuant to this subsection, it shall promptly notify Borrower, through the Administrative Agent, of the event by reason of which it has become so entitled. A certificate as to any additional amounts setting forth the calculation of such additional amounts pursuant to this Section 5.01 submitted by such Lender or Issuing Lender, through the Administrative Agent, to Borrower shall be conclusive in the absence of clearly demonstrable error. Without limiting the survival of any other covenant hereunder, this Section 5.01 shall survive the termination of this Agreement and the payment of the Notes and all other amounts payable hereunder. (b) Any additional interest owed pursuant to paragraph In the event that any Lender or Issuing Lender shall have determined that the adoption of any law, rule, regulation or guideline regarding capital adequacy (aor any change after the date hereof therein or in the interpretation or application thereof) above shall be determined or compliance by any Lender or Issuing Lender or any corporation controlling such Lender or Issuing Lender with any request or directive regarding capital adequacy (whether or not having the relevant Lenderforce of law) from any central bank or Governmental Authority or the NAIC, which determination shall be conclusive absent manifest errorin each case, and notified made subsequent to the relevant date hereof including, without limitation, the issuance of any final rule, regulation or guideline, does or shall have the effect of reducing the rate of return on such Lender's or Issuing Lender's or such corporation's capital as a consequence of its obligations hereunder or under any Letter of Credit to a level below that which such Lender or Issuing Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender's or Issuing Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Lender or Issuing Lender to be material, then from time to time, after submission by such Lender or Issuing Lender to Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loanof a written request therefor, and Borrower shall promptly pay to such Lender or Issuing Lender such additional interest so notified to the relevant Borrower by amount or amounts as will compensate such Lender shall be payable to the Administrative Agent for the account of such or Issuing Lender on each date on which interest is payable for such Loanreduction. (c) If the cost to Each Lender (and Issuing Lender) shall notify Borrower of any Revolving Credit event that will entitle such Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or Issuing Lender, as the amount case may be) to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any sum received event within 90 days after such Lender (or receivable by Issuing Lender, as the case may be) obtains actual knowledge thereof; provided, however, that (i) if any Lender (or its applicable lending officeIssuing Lender, as the case may be) is reducedfails to give such notice within 90 days after it obtains actual knowledge of such an event, such Lender (or Issuing Lender, as the case may be) shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 90 days prior to the date that such Lender (or Issuing Lender, as the case may be) does give such notice and (ii) each Lender (or Issuing Lender, as the case may be), will designate a different Applicable Lending Office for the Loans of such Lender (or the Letters of Credit, as the case may be) affected by an such event if such designation will avoid the need for, or reduce the amount deemed of, such compensation and will not, in good faith the sole opinion of such Lender (or Issuing Lender, as the case may be), be disadvantageous to such Lender (or Issuing Lender, as the case may be). Each Lender (or Issuing Lender, as the case may be) will furnish to Borrower at the time of request for compensation under paragraph (a) or (b) of this Section 5.01 a certificate setting forth the basis, amount and reasonable detail of computation of each request by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under paragraph (a) or (b) of this paragraph Section 5.01, which certificate shall, except for demonstrable error, be final, conclusive and setting forth the additional amount or amounts to be paid to it hereunder (and the basis binding for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesall purposes.

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making, converting to, continuing or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than Excluded Taxes), or (ii) imposes or modifies any reserve, special deposit, compulsory loan, insurance charge or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on each date on which interest LIBOR Loans is payable determined to the extent utilized when determining LIBOR for such Loan. (cLoans) If the cost relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, or other credit extended by, or any Borrower is increased (or the amount other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it reasonably determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBORSOFR Loans or its obligation to make any LIBORSOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBORSOFR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBORSOFR Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBORSOFR Loans or its Commitment (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), or (ii) imposes or modifies any reserve, special deposit or similar requirements (excluding Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBORSOFR Loans is increased (determined) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including without limitation, the Commitment of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If In addition to, and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements not in limitation of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banksimmediately preceding subsection, but excluding requirements reflected in without duplication, the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of each affected Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith costs incurred by such Lender that it determines are attributable to be materialits making, by reason continuing, converting to or maintaining of the fact that such Borrower is incorporated inany SOFR Loans or its obligation to make any SOFR Loans hereunder, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or any reduction within 15 days after demand in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitments (with a copy such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the Administrative Agentextent resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitments (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a) and Taxes indemnified under Section 3.12 to the extent the Borrower (or any Person for the account or on behalf of the Borrower) has actually paid such indemnified amounts). A certificate ; or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender claiming compensation under this paragraph and setting forth (including, without limitation, the additional amount or amounts to be paid to it hereunder (and the basis for the calculation Commitments of such amount Lender hereunder); or amounts(iii) shall be conclusive in has or would have the absence effect of manifest error. This Section 2.28(c) shall not apply reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Company shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs that such Lender is required determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary Eurodollar Loans or other authority its obligation to make any Eurodollar Loans hereunder, or regulation (including any reduction in any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans in or such obligation, resulting from any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan.Regulatory Change that: (bi) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by subject any Lender (or its applicable lending officeApplicable Lending Office for any of such Loans) is reduced) by an amount deemed to any tax, duty or other charge in good faith by respect of such Loans or changes the basis of taxation of any amounts payable to such Lender under this Agreement in respect of any of such Loans (excluding changes in the rate of tax on the overall net income of such Lender or of such Applicable Lending Office by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to be materialany extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) imposes any other condition affecting this Agreement (or any of such extensions of credit or liabilities) or its Commitments. If any Lender requests compensation from the Company under this Section 5.01(a), the Company may, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by notice to such Lender (with a copy to the Administrative Agent). A certificate , suspend the obligation of such Lender claiming thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a 55 subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (including the NAIC) (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority (including the NAIC) implementing at the national level the Basle Accord, of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Lender shall notify the Company of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this paragraph Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender will furnish to the Company a certificate setting forth the additional basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to be paid to it hereunder (and the basis for the calculation of compensate such amount or amounts) Lender under this Section 5.01, shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesconclusive, provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above The Company shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable pay to the Administrative Agent for the account of each Lender from time to time such amounts as such Lender on each date on may determine to be necessary to compensate it for any costs incurred by such Lender which interest is payable for such Loan. (c) If the cost Lender determines are attributable to any Revolving Credit Lender of its making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (Fixed Rate Loans hereunder or its applicable lending office) is reduced) by an obligation to make any of such Loans hereunder, or any reduction in any amount deemed in good faith receivable by such Lender hereunder in respect of any of such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit, insurance assessment or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including any of such Loans or any deposits referred to in the definitions of "CD Base Rate" or "Eurodollar Base Rate" in Section 1.01 hereof but excluding, with respect to any such Fixed Rate Loan, any such requirements included in the applicable Domestic Reserve Requirement or Eurodollar Reserve Requirement); or (iii) imposes any other condition affecting this Agreement (or any of such extensions of credit or liabilities). Each Lender will notify the Company through the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Company through the Administrative Agent) will designate a different Applicable Lending Office for the relevant Type of Fixed Rate Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be material, by reason of the fact disadvantageous to such Lender (provided that such Borrower is incorporated in, or conducts business in, a jurisdiction outside Lender shall have no obligation to so designate an Applicable Lending Office located in the United States of America, such Borrower shall indemnify ). Each Lender will furnish the Company with a statement setting forth the basis and amount of each request by such Lender for such increased cost or reduction within 15 days after demand compensation under this Section 6.01(a). If any Lender requests compensation from the Company under this Section 6.01(a), the Company may, by notice to such Lender through the Administrative Agent, suspend the obligation of such Lender to make additional Fixed Rate Loans of the relevant Type to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 6.01, if, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on any Type of Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes any Type of Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Company (with a copy to the Administrative Agent). A certificate , the obligation of such Lender claiming compensation under to make Fixed Rate Loans of the relevant Type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.04 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this paragraph Section 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans, and setting forth of the additional amount or amounts required to compensate such Lender in respect of any Additional Costs, shall be paid presumed correct absent manifest error. (d) Notwithstanding the foregoing, the Company shall not be required to it hereunder (and compensate any Lender for any Additional Costs incurred more than one year prior to the basis for date that such Lender notifies the calculation Company thereof, unless such Additional Costs were caused by the retroactive application of a Regulatory Change to a date more than one year prior to the date of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesnotice.

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it reasonably determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit Swingline Loans, any LIBOR Loans or any LIBOR Margin Loans or its obligation to make any Swingline Loans, LIBOR Loans or LIBOR Margin Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such Swingline Loans, LIBOR Loans or LIBOR Margin Loans or such obligation or the maintenance by such Lender of capital in respect of its Swingline Loans, LIBOR Loans or LIBOR Margin Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Swingline Loans, LIBOR Loans or LIBOR Margin Loans or its Commitment (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such Swingline Loans, LIBOR Loans or LIBOR Margin Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on Swingline Loans, LIBOR Loans or LIBOR Margin Loans is increased (determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. With respect to any Law, requirement, request, directive, or change affecting banking institutions generally: (a) If With respect to any LIBOR Rate Borrowing or ABR Borrowing, if (i) any Change in Law imposes, modifies, or deems applicable (or if compliance by any Lender therewith results in) any requirement that any reserves (including, without limitation, any marginal, emergency, supplemental, or special reserves) be maintained or increased, and so long as (ii) those reserves reduce any Revolving Credit sums receivable by that Lender is required to comply with reserve assets, liquidity, cash margin under this Agreement or other requirements increase the costs incurred by that Lender in advancing or maintaining any portion of any monetary LIBOR Rate Borrowing, or other authority or regulation ABR Borrowing, then (including any such requirement imposed by unless the European Central Bank or the European System of Central Banks, but excluding requirements effect is already reflected in the Statutory Reserve Raterate of interest then applicable under this Agreement) that Lender (through Administrative Agent) shall deliver to Borrower a certificate setting forth in respect reasonable detail the basis and calculation of any the amount necessary to compensate it for its reduction or increase (which certificate is conclusive and binding absent manifest error), and Borrower shall promptly pay that amount to that Lender within 5 days of such Lender’s Eurocurrency Loans demand thereof. The provisions of and undertakings and indemnification set forth in any Alternative Currency, such Lender may require this paragraph shall survive the relevant Borrower to pay, contemporaneously with each satisfaction and payment of interest on each the Obligation and termination of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loanthis Agreement. (b) Any additional interest owed pursuant With respect to paragraph any Borrowing or LC, if any Change in Law regarding capital adequacy or liquidity (aor compliance by Administrative Agent (as issuer of LCs) above shall be determined by or any Lender therewith), reduces the relevant rate of return on the capital of Administrative Agent (as issuer of LCs) or such Lender, or the holding company of Administrative Agent or such Lender, as a consequence of its obligations under this Agreement to a level below that which determination it otherwise could have achieved (taking into consideration its policies with respect to capital adequacy or liquidity) by an amount deemed by it to be material (and it may, in determining the amount, use reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then (unless the effect is already reflected in the rate of interest then applicable under this Agreement) Administrative Agent or that Lender (through Administrative Agent) shall be notify Borrower and deliver to Borrower a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate it (which certificate is conclusive and binding absent manifest error), and notified Borrower shall promptly pay that amount to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for or that Lender within 5 days of demand thereof. The provisions of and undertakings and indemnification set forth in this paragraph shall survive the account satisfaction and payment of such Lender on each date on which interest is payable for such Loanthe Obligation and termination of this Agreement. (c) If Any Taxes payable by Administrative Agent or any Lender or ruled (by a Tribunal) payable by Administrative Agent or any Lender in respect of this Agreement or any other Loan Paper shall, if permitted by Law, be paid by Borrower, together with interest and penalties, if any (except for (i)(1) Taxes imposed on or measured by the cost net income of Administrative Agent or that Lender (2) franchise or similar taxes of the Administrative Agent or that Lender and (3) amounts requested to be withheld for Taxes pursuant to the first sentence of Section 3.19(b) and (ii) interest and penalties incurred as a result of the gross negligence or willful misconduct of Administrative Agent or any Revolving Credit Lender). Administrative Agent or that Lender (through Administrative Agent) shall notify Borrower and deliver to Borrower a certificate setting forth in reasonable detail the basis and calculation of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received payable Taxes, which certificate is conclusive and binding (absent manifest error), and Borrower shall promptly pay that amount to Administrative Agent for its account or receivable by any the account of that Lender, as the case may be. If Administrative Agent or that Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason subsequently receives a refund of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be Taxes paid to it hereunder (and by Borrower, then the basis for recipient shall promptly pay the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect refund to TaxesBorrower.

Additional Costs. (a) If and so long The Borrowers shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender to be of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in relation to the determination of the Adjusted Eurodollar Rate for such Loan. (b) Any additional interest owed pursuant relating to paragraph (a) above shall be determined by the relevant any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender capital of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxes.capital adequacy). (b)

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency LIBOR Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender to be of capital in respect of its LIBOR Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such requirements in relation to such Loan. LIBOR Loans or its Commitments (b) Any additional interest owed pursuant to paragraph (a) above shall be determined other than taxes imposed on or measured by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account overall net income of such Lender on each date on or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which interest is payable for such Loan. Lender has its principal office or such Lending Office); or (cii) If the cost imposes or modifies any reserve, special deposit or similar requirements relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, or other credit extended by, or any Borrower is increased (or the amount other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder); or (iii) is reduced) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrowers shall promptly pay to the Agent for the account of each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. Subject to Sections 4.04(c), (ad) If and so long as (e): (i) Without duplication of any Revolving Credit amounts payable described in Section 3.03 or 4.03(a), if after the date hereof, any Regulatory Change shall (1) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Lender’s Commitment or Loans, (2) subject the Administrative Agent or any Lender is required to comply with reserve assetsany Taxes (other than (A) Indemnified Taxes, liquidity(B) Excluded Taxes (other than Taxes measured by the overall capital or net worth of the Administrative Agent or such Lender) and (C) Other Connection Taxes) on its loans, cash margin loan principal, letters of credit, commitments, or other requirements of obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (3) impose on any monetary Lender (or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Applicable Lending Office) any other condition regarding this Agreement, its Commitment or the Loans and the result of any event referred to in any Alternative Currencyclause (1), such Lender may require the relevant Borrower (2) or (3) shall be to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be increase the cost to such Lender (or such Lender’s Applicable Lending Office) of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower maintaining its Commitment or any SOFR Loans made by such Lender (which increase in cost shall be payable calculated in accordance with such Lender’s reasonable averaging and attribution methods) by an amount which such Lender deems to be material, then, upon demand by such Lender, the Borrower shall pay to the Administrative Agent for or such Lender, as the account of case may be, on demand, an amount equal to such Lender on each date on which interest is payable for such Loan.increase in cost; and (cii) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount Without duplication of any sum received amounts payable described in Section 3.03 or receivable by 4.03(a), if any Lender shall have determined that any Regulatory Change relating to capital adequacy or liquidity (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender including any Regulatory Change made prior to be material, by reason of the fact that such Borrower is incorporated indate hereof but not effective until after the date hereof), or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand compliance by such Lender (or such Lender’s Applicable Lending Office) with a copy to any Regulatory Change regarding capital adequacy or liquidity (whether or not having the Administrative Agentforce of law). A certificate , has or would have the effect of, reducing the rate of return on capital for such Lender claiming compensation (or such Lender’s Applicable Lending Office) or any corporation controlling such Lender as a consequence of its obligations under this paragraph and setting forth Agreement to a level below that which such Lender (or such Lender’s Applicable Lending Office) or such corporation could have achieved but for such Regulatory Change (taking into consideration such Lender’s (or such Lender’s Applicable Lending Office) or such corporation’s policies with respect to capital adequacy or liquidity), then from time to time, upon demand by such Lender, the Borrower shall pay to such Lender, on demand, such additional amount or amounts to be paid to it hereunder as will compensate such Lender (and the basis or such Lender’s Applicable Lending Office) or such corporation for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesreduction.

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than Excluded Taxes), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long interest is based on a LIBOR Rate, Borrower shall pay to Lender from time to time, within ten (10) days after written demand therefor by Lender, such amounts as Lender may reasonably determine to be sufficient to compensate Lender for any Revolving Credit actual costs that Lender is required reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary portion of the Loan as a LIBOR Loan or other authority its obligation to make any portion of the Loan as a LIBOR Loan hereunder, or regulation (including any such requirement imposed reduction in any amount receivable by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of a LIBOR Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from and limited to the amounts necessary to compensate Lender for any Regulatory Change (I) which affects similarly situated banks or financial institutions generally with respect to LIBOR loans and is not applicable to Lender primarily by reason of Lender’s particular conduct or condition and (II) which: (i) changes the basis of taxation of any amounts payable to Lender under this Agreement or the Note (other than Excluded Taxes); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, Lender (including, without limitation, any such deposits referred to in the definition of “LIBOR Base Rate”), or any commitment of Lender (including, without limitation, the commitment of Lender hereunder); or (iii) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities referred to in subdivision (ii) above). Notwithstanding anything to the contrary contained in this Section 2.2.4, Additional Costs may be imposed on Borrower by Lender only if such Additional Costs are generally being imposed by Lender on similarly situated borrowers (as reasonably determined by Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan). (b) Any additional interest owed pursuant to paragraph Without limiting the effect of the provisions of clause (a) above shall be determined of this Section 2.2.4 (but without duplication), in the event that, by reason of any Regulatory Change which affects similarly situated banks or financial institutions generally and is not applicable to Lender primarily by reason of Lender’s particular conduct or condition, Lender incurs Additional Costs based on or measured by the relevant Lenderexcess above a specified level of the amount of a category of deposits or other liabilities of Lender that includes deposits by reference to which the LIBOR Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of Lender that includes any portion of the Loan based on the LIBOR Rate hereunder, which determination shall be conclusive absent manifest errorthen, and notified if Lender so elects by notice to Borrower, the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account obligation of such Lender to make or continue the portion of the Loan based on each date the LIBOR Rate hereunder shall be suspended effective on which the last day of the then current Interest Period, until such Regulatory Change ceases to be in effect and the portion of the Loan based on the LIBOR Rate hereunder shall, during such suspension, bear interest is payable for such Loanat the Reference Rate plus the Applicable Spread. (c) If Without limiting the cost effect of the foregoing provisions of this Section 2.2.4 (but without duplication), Borrower shall pay to Lender from time to time on request such amounts as Lender may reasonably determine to be necessary to compensate Lender (or, without duplication, the bank holding company of which Lender is a subsidiary) for any Revolving Credit Lender of making or maintaining any Revolving Credit Loan costs that it determines are attributable to any Borrower is increased (or the amount of any sum received or receivable maintenance by any Lender (or its applicable lending officesuch bank holding company of Lender), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law) is reducedof any Governmental Authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law) applying to a class of banks including Lender, hereafter issued by an amount deemed in good faith by such Lender to be materialany government or governmental or supervisory authority implementing at the national level the Basle Accord (including, by reason without limitation, the Final Risk-Based Capital Guidelines of the fact that such Borrower is incorporated inBoard of Governors of the Federal Reserve System (12 C.F.R. Part 208, or conducts business inAppendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (▇▇▇▇▇▇▇▇ ▇) and the basis for Final Risk-Based Capital Guidelines of the calculation office of such amount or amounts) shall be conclusive the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in the absence respect of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.the

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender to be of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in relation to the determination of the Adjusted Eurodollar Rate for such Loan. (b) Any additional interest owed pursuant relating to paragraph (a) above shall be determined by the relevant any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender capital of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Company shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs actually incurred by such Lender is required that such Lender determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary Eurodollar Loans or other authority its obligation to make any Eurodollar Loans hereunder, or regulation (including any reduction in any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan.Regulatory Change that: (bi) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by subject any Lender (or its applicable lending officeApplicable Lending Office for any of such Loans) is reduced) by an amount deemed to any tax, duty or other charge in good faith by respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Lender to be materialunder this Agreement or its Notes in respect of any of such Loans (excluding (A) franchise taxes imposed on it or (B) changes in the rate of tax on the overall net income of such Lender or of such Applicable Lending Office, in each case, by reason the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than, in the case of any Lender for any period as to which the fact that such Borrower Company is incorporated inrequired to pay any amount under paragraph (e) below, the reserves and "Eurocurrency liabilities" under Regulation D referred to therein) relating to any extensions of credit or other assets of, or conducts business in, a jurisdiction outside the United States of Americaany deposits with or other liabilities of, such Borrower shall indemnify Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.01 hereof), or any commitment of such Lender for (including, without limitation, the Commitments of such increased cost Lender hereunder); or (iii) imposes any other condition affecting this Agreement or reduction within 15 days after demand its Notes (or any of such extensions of credit or liabilities) or its Commitments. If any Lender requests compensation from the Company under this Section 5.01(a), the Company may, by notice to such Lender (with a copy to the Administrative Agent). A certificate , suspend the obligation of such Lender claiming compensation under this paragraph and setting forth thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the additional amount or amounts Regulatory Change giving rise to such request ceases to be paid in effect (in which case the provisions of Section 5.04 hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Company (with a copy to the Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs actually incurred by such Lender that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; 12 C.F.R. Part 225, Appendix A) and the basis for Final Risk-Based Capital Gui▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇omptroller of the calculation Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such amount Lender (or amountsany Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c) and Section 5.06 hereof, "BASLE ACCORD" shall be conclusive mean the proposals for risk-based capital framework described by the Basle Committee on Banking Regulations and Supervisory Practices in the absence its paper entitled "International Convergence of manifest error. This Section 2.28(c) shall not apply with respect Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to Taxestime or any replacement thereof.

Additional Costs. (a) If If, as a result of any Regulatory Change: (i) any Lender shall be subject to any tax of any kind whatsoever with respect to amounts payable to it under this Agreement, or the basis of taxation of payments to such Lender in respect thereof is changed (except, in each case, for Non-Excluded Taxes covered by Section 2.14, taxes described in clauses (x) through (z) of Section 2.14(a), net income taxes, franchise taxes, and so long as branch profits taxes, and changes in the rate of tax on the overall net income of such Lender); or (ii) any Revolving Credit Lender is required to comply with reserve assetsreserve, special deposit, capital adequacy, liquidity, cash margin compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, any Lender, which requirements are generally applicable to extensions of credit or other assets of, or deposits with or other liabilities of, such Lender, are imposed, modified, or deemed applicable; or (iii) any other condition, cost or expense (other than taxes) affecting this Agreement or any Loans is imposed on any Lender after the date hereof, which condition, cost or expense (other than taxes) is generally applicable to loans made by such Lender; and any Lender determines that, by reason thereof, the cost to such Lender (or a holding company of any monetary Lender) of making, continuing, converting or other authority maintaining its Commitment or regulation (including any of its Loans to the Borrower is increased or any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require is reduced or the relevant Borrower to pay, contemporaneously with each payment rate of interest return on each of such Lender’s Eurocurrency Loans subject (or holding company’s) capital is reduced (taking into consideration such Lender’s or holding company’s policies with respect to such requirementscapital adequacy and liquidity), additional interest on such Loan at a rate per annum specified in each case by an amount reasonably deemed by such Lender to be material (such increases in cost and reductions in amounts receivable being herein called “Additional Costs”), then the cost Borrower shall pay to such Lender upon its request the additional amount or amounts as will compensate such Lender for such Additional Costs within 15 Business Days after written notice of complying with such requirements in relation Additional Costs is received by the Borrower; provided, however, that if all or any such Additional Costs would not have been payable or incurred but for such Lender’s voluntary decision to designate a new Lending Office, the Borrower shall have no obligation under this Section 2.13 to compensate such Lender for such amount relating to such LoanLender’s decision; provided, further, that the Borrower shall not be required to make any payments to such Lender for Additional Costs incurred more than 60 days prior to the date that such Lender notifies the Borrower of such Lender’s intention to claim compensation therefor. (b) Any additional interest owed pursuant Without limiting the effect of the provisions of Section 2.13(a) (but without duplication thereof), the Borrower will pay to paragraph (a) above shall be determined any Lender, within 15 Business Days of receipt by the relevant Borrower of notice from such Lender, which determination shall be conclusive absent manifest errorfor each day such Lender is required to maintain reserves against “Eurocurrency liabilities” under Regulation D of the Board as in effect on the date of this Agreement, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such an additional interest so notified to the relevant Borrower amount determined by such Lender shall be payable equal to the Administrative Agent product of the following: (i) the principal amount of the Eurodollar Loan of such Lender; (ii) the remainder of (x) a fraction the numerator of which is the Eurodollar Rate for such Eurodollar Loan and the account denominator of which is one minus the rate at which such reserve requirements are imposed on such Lender on such day minus (y) such numerator; and (iii) 1/360. Such Lender shall request payment under this Section 2.13(b) by giving notice to the Borrower as of the last day of each date on which interest is payable Interest Period for such LoanEurodollar Loan (and, if such Interest Period exceeds three months’ duration, also as of three months, or a whole multiple thereof, after the first day of such Interest Period). Such notice shall specify the basis for requesting such compensation and the method for determining the amount thereof. Such Lender shall provide any evidence of such requirement to maintain reserves as the Borrower may reasonably request. (c) If Notwithstanding anything herein to the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Regulatory Change, regardless of the date enacted, adopted, issued or implemented. (d) Each Lender will notify the Borrower and the Administrative Agent of any Regulatory Change occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to Section 2.13(a) or (c) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. If such Lender requests compensation under Section 2.13(a) or (c), the Borrower may, by notice to such Lender require that such Lender forward to the Borrower a statement setting forth the basis for requesting such compensation and the method for determining the amount of any sum received or receivable thereof. Determinations by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason for purposes of this Section 2.13 of the fact effect of any Regulatory Change shall be conclusive, provided that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of determinations are made absent manifest error. This Section 2.28(c) shall not apply with respect to Taxes.

Additional Costs. If the adoption of or any change in any Requirement of Law regarding capital adequacy or liquidity or in the interpretation or application thereof by any Governmental Authority or compliance by any Canadian Lender or any corporation controlling such Canadian Lender with any request or directive regarding capital adequacy or liquidity (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof shall have the effect of reducing the rate of return on such Canadian Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Canadian Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Canadian Lender to be material, then from time to time, the Canadian Borrowers shall promptly pay to such Canadian Lender, upon written demand therefor, such additional amount or amounts as will compensate such Canadian Lender for such reduced rate of return. In determining such additional amounts, each Canadian Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and which will, to the extent the reduced rate of return relates to such Canadian Lender’s loans or commitments in general and are not specifically attributable to C$ Loans or Canadian Commitments hereunder, be calculated with respect to all loans or commitments similar to the C$ Loans or Canadian Commitments made by such Canadian Lender hereunder whether or not the loan documentation for such other loans or commitments permits the Canadian Lender to charge the respective borrower on a basis similar to that provided in this subsection 3.8. (a) If and so long as any Revolving Credit Canadian Lender is required becomes entitled to comply with reserve assets, liquidity, cash margin or other requirements of claim any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed amounts pursuant to paragraph (a) above this subsection, it shall be determined by promptly notify the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower Canadian Borrowers (with a copy to the Canadian Administrative Agent) at least five Business Days before each date on which interest is payable for of the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, event by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand which it has become so entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by such Canadian Lender to the Canadian Borrowers (with a copy to the Canadian Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and , showing in reasonable detail the basis for the calculation thereof, shall be prima facie evidence of such amount or amounts) additional amounts payable. The agreements in this subsection shall be conclusive in survive the absence termination of manifest error. This Section 2.28(c) shall not apply with respect to Taxesthe Credit Agreement and the payment of the C$ Loans and all other amounts payable thereunder.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender to be of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in relation to the determination of the LIBOR Base Rate for such Loan. (b) Any additional interest owed pursuant relating to paragraph (a) above shall be determined by the relevant any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender capital of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a), the Borrower shall following fifteen (15) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable days written demand therefor pay to the Administrative Agent for the account of a Lender such amounts as such Lender on each date on which interest is payable may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it reasonably determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its obligation to make any LIBOR Loans (or any Base Rate Loans bearing interest based on the LIBOR Market Index Rate) hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its Commitments (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (or any such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower is increased other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans (or Base Rate Loans bearing interest based on the amount LIBOR Market Index Rate) is determined) relating to any extensions of credit or other assets of, or any sum received deposits with or receivable other liabilities of, or other credit extended by, or any other acquisition of funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender to be of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in relation to the determination of the Adjusted Eurodollar Rate for such Loan. (b) Any additional interest owed pursuant relating to paragraph (a) above shall be determined by the relevant any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender capital of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent any Alternative Currencysuch Additional Costs result from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such LIBOR Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require the relevant Borrower to payLender, contemporaneously with each payment of interest on each or any commitment of such Lender’s Eurocurrency Loans subject to such requirements, additional interest ; or (iii) has or would have the effect of reducing the rate of return on such Loan at a rate per annum specified by capital of such Lender to be the cost to a level below that which such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable could have achieved but for such Loan. Regulatory Change (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by taking into consideration such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest errorIn addition to, and notified to not in limitation of the relevant Borrower (with a copy to immediately preceding subsection, the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender Borrowers shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long Borrower hereby agrees to pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate it for any Revolving Credit costs incurred by such Lender is required which such Lender determines are attributable to comply with reserve assetsits making or maintaining any Eurodollar Advances hereunder or its obligation to make any of such Advances hereunder, liquidity, cash margin or other requirements any reduction in any amount receivable by such Lender hereunder in respect of any monetary such Advances or other authority such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) its Notes in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, Advances (other than (1) taxes imposed on the overall net income of such Lender may require the relevant Borrower to payor its Applicable Lending Office for any of such Advances, contemporaneously with each payment of interest on each (2) franchise or similar taxes of such Lender’s Eurocurrency Loans subject , and (3) amounts withheld pursuant to the last sentence of Section 3.7); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such requirementsLender; or (iii) imposes any other Additional Cost affecting this Agreement or the Notes or any of such extensions, additional interest on such Loan at a rate per annum specified by of credit or liabilities or commitments. Each Lender will notify Borrower of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different Applicable Lending Office for the Advances affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule, or regulation or be the cost in any way disadvantageous to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by provided that such Lender shall be payable have no obligation to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by so designate an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction Applicable Lending Office located outside the United States of America, such . Each Lender will furnish Borrower shall indemnify with a certificate setting forth the basis and the amount of each request of such Lender for such increased cost or reduction within 15 days after demand compensation under this Section 4.1(a). If any Lender requests compensation from Borrower under this Section 4.1(a), Borrower may, by notice to such Lender (with a copy to the Administrative Agent). A certificate ) suspend the obligation of such Lender claiming compensation under to make or Continue making Eurodollar Advances until the Regulatory Change giving rise to such request ceases to be in effect (in which case such Lender's Eurodollar Advances shall be Converted to Alternate Base Rate Advances in accordance with the provisions of Section 4.4). (b) Without limiting the effect of the foregoing provisions of this paragraph Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making Eurodollar Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case such Lender's Eurodollar Advances shall be Converted to Alternate Base Rate Advances in accordance with the provisions of Section 4.4). (c) Determinations and setting forth allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Advances or of making or maintaining Advances or on amounts receivable by it in respect of Advances, and of the additional amount or amounts required to be paid to it hereunder (and the basis for the calculation compensate such Lender in respect of such amount or amounts) any Additional Costs, shall be conclusive in the absence of conclusive, absent manifest error. This Section 2.28(c) shall not apply with respect to Taxeserror and provided that such determinations and allocations are made on a reasonable basis.

Additional Costs. (a) If In addition to, and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements not in limitation of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, immediately preceding subsection but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender provisions of complying with such requirements in relation to such Loan. Section 3.10 (b) Any additional interest owed pursuant to paragraph (a) above which shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified controlling with respect to the relevant Borrower matters covered thereby), the Borrowers shall within thirty (with a copy to 30) days after written demand by the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender (which determination shall be made in good faith (and not on each date any arbitrary or capricious basis) and consistent with similarly situated customers of such Lender after consideration of such factors as such Lender then reasonably determines to be relevant) for any costs incurred by such Lender that it determines are attributable to its making, Continuing, Converting into or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its obligation to make any LIBOR Loans hereunder (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) subjects any Recipient to any Taxes (other than (A) Indemnified Taxes covered by Section 3.10 and (B) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, (ii) imposes or modifies any reserve, compulsory loan, special deposit or similar requirements or imposes any insurance charge against assets, deposits or credit extended or participated in by such Lender (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is payable determined to the extent utilized when determining LIBOR for such Loan. (cLoans) If the cost relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, or other credit extended by, or any Borrower is increased (or the amount other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including the Revolving Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrowers shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs that such Lender is required determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary Eurodollar Loans or other authority its obligation to make any Eurodollar Loans hereunder, or regulation (including any reduction in any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan.Regulatory Change that: (bi) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by subject any Lender (or its applicable lending officeApplicable Lending Office for any of such Loans) is reduced) by an amount deemed to any tax, duty or other charge in good faith by respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on the overall net income of such Lender or of such Applicable Credit Agreement ---------------- Lending Office by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to be materialany extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.01 hereof), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitments. If any Lender requests compensation from the Borrowers under this Section 5.01(a), the Borrowers may, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by notice to such Lender (with a copy to the Administrative Agent). A certificate , suspend the obligation of such Lender claiming thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such -------- Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the Credit Agreement ---------------- national level the Basle Accord, of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Lender shall notify the Borrowers of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this paragraph Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any -------- Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender will furnish to the Borrowers a certificate setting forth the additional basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to be paid to it hereunder (and the basis for the calculation of compensate such amount or amounts) Lender under this Section 5.01, shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesconclusive, provided that such determinations -------- and allocations are made on a reasonable basis.

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to make special deposits with the Bank of England, to maintain reserve asset ratios or to pay fees, in each case in respect of such Lender's Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loan at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the formula and in the manner set forth in Exhibit D hereto. (b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate or the Mandatory Costs Rate) in respect of any of such Lender’s 's Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s 's Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (bc) Any additional interest owed pursuant to paragraph (a) or (b) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (cd) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its calculation of Effective Rates hereunder with reference to the LIBO Rate or its obligation to calculate Effective Rates hereunder with reference to the LIBO Rate, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents as a result of the Effective Rates under this Agreement being calculated with reference to the LIBO Rate or such obligation or the maintenance by such Lender of capital in respect of its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of amounts outstanding hereunder which are accruing interest at an Effective Rate calculated with reference to the LIBO Rate or its Commitments (other than taxes imposed on each date on or measured by the overall net income of such Lender or of its Lending Office for any loans made upon which interest is payable for calculated with reference to the LIBO Rate by the jurisdiction in which such Loan. Lender has its principal office or such Lending Office), or (cii) If imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the cost Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Revolving Credit Lender other category of making liabilities or maintaining any Revolving Credit Loan category of extensions of credit or other assets by reference to which Effective Rates calculated with reference to the LIBO Rate are determined) relating to any Borrower is increased (extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. Subject to Sections 4.04(c), (ad) If and so long as (e): (i) Without duplication of any Revolving Credit amounts payable described in Section 3.03(c) or 4.03(a), if after the date hereof, any Regulatory Change shall (1) impose, modify or deem applicable any reserve, special deposit or similar requirement against any Lender’s Commitment or Loans, (2) subject the Administrative Agent or any Lender is required to comply with reserve assetsany Taxes (other than (A) Indemnified Taxes, liquidity(B) Excluded Taxes (other than Taxes measured by the overall capital or net worth of the Administrative Agent or such Lender) and (C) Other Connection Taxes) on its loans, cash margin loan principal, letters of credit, commitments, or other requirements of obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (3) impose on any monetary Lender (or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Applicable Lending Office) any other condition regarding this Agreement, its Commitment or the Loans and the result of any event referred to in any Alternative Currencyclause (1), such Lender may require the relevant Borrower (2) or (3) shall be to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be increase the cost to such Lender (or such Lender’s Applicable Lending Office) of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower maintaining its Commitment or any Term Benchmark Loans made by such Lender (which increase in cost shall be payable calculated in accordance with such Lender’s reasonable averaging and attribution methods) by an amount which such Lender deems to be material, then, upon demand by such Lender, the Borrower shall pay to the Administrative Agent for or such Lender, as the account of case may be, on demand, an amount equal to such Lender on each date on which interest is payable for such Loan.increase in cost; and (cii) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount Without duplication of any sum received amounts payable described in Section 3.03(c) or receivable by 4.03(a), if any Lender shall have determined that any Regulatory Change relating to capital adequacy or liquidity (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender including any Regulatory Change made prior to be material, by reason of the fact that such Borrower is incorporated indate hereof but not effective until after the date hereof), or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand compliance by such Lender (or such Lender’s Applicable Lending Office) with a copy to any Regulatory Change regarding capital adequacy or liquidity (whether or not having the Administrative Agentforce of law). A certificate , has or would have the effect of, reducing the rate of return on capital for such Lender claiming compensation (or such Lender’s Applicable Lending Office) or any corporation controlling such Lender as a consequence of its obligations under this paragraph and setting forth Agreement to a level below that which such Lender (or such Lender’s Applicable Lending Office) or such corporation could have achieved but for such Regulatory Change (taking into consideration such Lender’s (or such Lender’s Applicable Lending Office) or such corporation’s policies with respect to capital adequacy or liquidity), then from time to time, upon demand by such Lender, the Borrower shall pay to such Lender, on demand, such additional amount or amounts to be paid to it hereunder as will compensate such Lender (and the basis or such Lender’s Applicable Lending Office) or such corporation for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxesreduction.

Additional Costs. Each Borrower shall promptly pay to the Disbursing Agent for the account of a Lender from time to time such amounts (awithout duplication of amounts payable under Section 3.12) If and so long as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans to such Borrower or its obligation to make any LIBOR Loans to such Borrower hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender of capital in respect of its Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change (other than those applying solely to a Lender by reason of a formal determination by the applicable regulator to be in a financially troubled condition) that: (i) changes the cost basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such requirements in relation to such Loan. Loans or its Commitments (b) Any additional interest owed pursuant to paragraph (a) above shall be determined other than taxes imposed on or measured by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account overall net income of such Lender on each date on or of its Lending Office for any of such Loans by the jurisdiction in which interest is payable such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement utilized in the determination of the Adjusted Eurodollar Rate for such Loan. (c) If the cost relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, such Lender, or any Borrower is increased (or the amount commitment of any sum received or receivable by any such Lender (including, without limitation, the Commitments of such Lender hereunder); or its applicable lending office(iii) is reduced) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. If any Change in Law: (a) If and so long as imposes, increases or renders applicable (other than to the extent specifically provided for elsewhere in this Agreement) any Revolving Credit Lender is required to comply with reserve assetsspecial deposit, reserve, assessment, liquidity, cash margin capital adequacy or other similar requirements (whether or not having the force of any monetary law) against assets held by, or other authority deposits in or regulation (including any such requirement imposed by for the European Central Bank account of, or loans by, or Commitments of an office of the European System of Central BanksLender, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan.or (b) Any additional interest owed pursuant imposes on the Lender any other conditions or requirements with respect to paragraph (a) above shall be determined by this Agreement, the relevant Lenderother Loan Documents, which determination shall be conclusive absent manifest error, and notified to or any Loan or the relevant Borrower (with a copy to Commitment of the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan.hereunder, (c) If and the foregoing has the result of: (i) increasing the cost or reducing the return to any Revolving Credit the Lender of making making, funding, issuing, renewing, extending or maintaining any Revolving Credit Loan as a Eurodollar Rate Loan or maintaining its Commitment, or (ii) reducing the amount of principal, interest or other amount payable to the Lender hereunder on account of any Borrower Loan being a Eurodollar Rate Loan, or (iii) requiring the Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is increased (or calculated by reference to the gross amount of any sum receivable or deemed received or receivable by the Lender from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by the Lender at any time and from time to time and as often as the occasion therefor may arise, pay to the Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender additional amounts as will be sufficient to be material, by reason of compensate the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost additional cost, reduction, payment or reduction within 15 days after demand by such Lender (with a copy foregone interest or other sum. Notwithstanding anything contained in this Section 3.06 to the Administrative Agent). A certificate contrary, upon the occurrence of such Lender claiming compensation under any event set forth in this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply 3.06 with respect to Taxesthe Lender, the Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate an alternative Applicable Lending Office so as to avoid the effect of such event set forth in this Section 3.06.

Additional Costs. (a) If With respect to any LIBOR Loan, (i) if any present or future Law imposes, modifies, or deems applicable (or if compliance by any Lender with any requirement of any Tribunal results in) any Reserve Requirement, and so long as if (ii) those reserves reduce any Revolving Credit sums receivable by that Lender under this Agreement or increase the costs incurred by that Lender in advancing or maintaining any portion of any LIBOR Loan, then (iii) that Lender (through Agent) shall deliver to Borrower a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate it for its reduction or increase (which certificate is conclusive and binding absent manifest error), and (iv) Borrower shall promptly pay that amount to that Lender upon demand. This paragraph shall survive the satisfaction and payment of the Obligation and termination of this Agreement. This paragraph may be invoked by a Lender only if such Lender is required generally invoking similar provisions against other Persons to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, which such Lender may require lends funds pursuant to facilities similar to the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such LoanFacility. (b) Any additional With respect to any Loan or LC, if any present or future Law regarding capital adequacy or compliance by Agent (as issuer of LCs) or any Lender with any request, directive or requirement now existing or hereafter imposed by any Tribunal regarding capital adequacy, or any change in its written policies or in the risk category of this transaction, reduces the rate of return on its capital as a consequence of its obligations under this Agreement to a level below that which it otherwise could have achieved (taking into consideration its policies with respect to capital adequacy) by an amount deemed by it to be material (and it may, in determining the amount, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then (unless the effect is already reflected in the rate of interest owed pursuant then applicable under this Agreement) Agent or that Lender (through Agent) shall notify Borrower and deliver to paragraph Borrower a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate it (a) above shall be determined by the relevant Lender, which determination shall be certificate is conclusive and binding absent manifest error), and notified Borrower shall promptly pay that amount to Agent or that Lender upon demand. This paragraph shall survive the satisfaction and payment of the Obligation and termination of this Agreement. This paragraph may be invoked by a Lender only if such Lender is generally invoking similar provisions against other Persons to which such Lender lends funds pursuant to facilities similar to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such LoanFacility. (c) If Any Taxes payable by Agent or any Lender or ruled (by a Tribunal) payable by Agent or any Lender in respect of any Loan Paper or any document related thereto shall, if permitted by Law, be paid by Borrower, together with interest and penalties, if any (other than for Taxes imposed on or measured by the cost overall net income of Agent or that Lender and interest and penalties incurred as a result of the gross negligence or willful misconduct of Agent or any Lender). Agent or that Lender (through Agent) shall notify Borrower and deliver to any Revolving Credit Lender Borrower a certificate setting forth in reasonable detail the calculation of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received payable Taxes, which certificate is conclusive and binding (absent manifest error), and Borrower shall promptly pay that amount to Agent for its account or receivable by any the account of that Lender, as the case may be. If Agent or that Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason subsequently receives a refund of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be Taxes paid to it hereunder (and by Borrower, then the basis for recipient shall promptly pay the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect refund to TaxesBorrower.

Additional Costs. (a) If and so long as Borrowers shall reimburse Bank for any Revolving Credit Lender is required to comply with reserve assetsincrease in Bank's costs (which shall include, liquiditybut not be limited to, cash margin taxes, other than taxes imposed on the overall net income of Bank, fees or charges), or any loss or expense (including, without limitation, any loss or expense incurred by reason of the liquidation or re-employment of deposits or other requirements funds acquired by Bank to fund or maintain outstanding the principal amount of the Loans) incurred by it directly or indirectly resulting from the making of any LIBOR Lending Rate Portion due to: (i) the modification, adoption, or enactment of any law, rule, regulation or treaty or the interpretation thereof by any governmental or other authority (whether or not having the force of law) which becomes effective after the date hereof; (ii) the modification or new application of any law, regulation or treaty or the interpretation thereof by any governmental or other authority (whether or not having the force of law) which becomes effective after the date hereof; (iii) compliance by Bank with any request or directive (whether or not having the force of law) of any monetary or other fiscal agency or authority which becomes effective after the date hereof; (iv) violations by Borrowers of the terms of this Agreement; or regulation (v) any prepayment of a LIBOR Lending Rate Portion at any time prior to the end of the applicable Interest Period, including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower pursuant to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such LoanSection 8.2. (b) Any additional interest owed pursuant to paragraph (a) above The amount of such costs, losses, or expenses shall be determined solely by Bank based upon the relevant Lenderassumption that Bank funded one hundred percent (100%) of each LIBOR Lending Rate Portion in the LIBOR market. In attributing Bank's general costs relating to its eurocurrency operations to any transaction under this Agreement or averaging any costs over a period of time, Bank may use any reasonable attribution or averaging methods which determination it deems appropriate and practical. Bank shall be conclusive absent manifest error, notify Borrowers of the amount due Bank pursuant to this Section 2.7 and notified Borrowers shall pay to Bank the relevant Borrower amount due within fifteen (with a copy to the Administrative Agent15) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account days of its receipt of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent)notice. A certificate of such Lender claiming compensation under this paragraph and setting forth as to the additional amount or amounts payable pursuant to be paid the foregoing sentence together with whatever detail is reasonably available to it hereunder (and the basis for the calculation of such amount or amounts) Bank shall be submitted by such Bank to Borrowers. Such determination shall, if not objected to within ten (10) days, be conclusive and binding upon Borrowers in the absence of manifest error. This If Bank claims increased costs, loss, or expenses pursuant to this Section 2.28(c) 2.7, then Bank, if requested by Borrower, shall not apply with respect use reasonable efforts to Taxestake such steps that Borrowers reasonably requests, including designating different Lending Offices, as would eliminate or reduce the amount of such increased costs, losses, or expenses, so long as taking such steps would not, in the reasonable judgment of Bank, otherwise be disadvantageous to Bank. Any recovery by Bank or its Lending Office of amounts previously borne by Borrowers pursuant to this Section 2.7 shall be promptly remitted, without interest (unless Bank received interest on such recovered amounts), to Borrowers by such Bank.

Additional Costs. (a) If and so long The Borrowers shall promptly pay to the Agent for the account of each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, or such Lender may require obligation or the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified maintenance by such Lender of capital in respect of its Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), to be the cost extent resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of complying with the other Loan Documents in respect of any of such Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in relation to the determination of Adjusted LIBOR for such Loan. (b) Any additional interest owed pursuant relating to paragraph (a) above shall be determined by the relevant any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender capital of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or LIBOR Margin Loans or its obligation to make any LIBOR Loans or LIBOR Margin Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or LIBOR Margin Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or LIBOR Margin Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or LIBOR Margin Loans or its Commitment (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans or LIBOR Margin Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans or LIBOR Margin Loans is increased (determined) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. If, as a result of any Regulatory Change: (ai) If any Lender shall be subject to any tax of any kind whatsoever with respect to amounts payable to it under this Agreement, or the basis of taxation of payments to such Lender in respect thereof is changed (except, in each case, for Non-Excluded Taxes covered by Section 2.14, taxes described in clauses (x) through (z) of Section 2.14(a), net income taxes, franchise taxes, and so long as branch profits taxes, and changes in the rate of tax on the overall net income of such Lender); or (ii) any Revolving Credit Lender is required to comply with reserve assetsreserve, special deposit, capital adequacy, liquidity, cash margin compulsory loan or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, any Lender, which requirements are generally applicable to extensions of credit or other assets of, or deposits with or other liabilities of, such Lender, are imposed, modified, or deemed applicable; or (iii) any other condition, cost or expense (other than taxes) affecting this Agreement or any Loans is imposed on any Lender after the Closing Date, which condition, cost or expense (other than taxes) is generally applicable to loans made by such Lender; and any Lender determines that, by reason thereof, the cost to such Lender (or a holding company of any monetary Lender) of making, continuing, converting or other authority maintaining its Commitment or regulation (including any of its Loans to the Borrower is increased or any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require is reduced or the relevant Borrower to pay, contemporaneously with each payment rate of interest return on each of such Lender’s Eurocurrency Loans subject (or holding company’s) capital is reduced (taking into consideration such Lender’s or holding company’s policies with respect to such requirementscapital adequacy and liquidity), additional interest on such Loan at a rate per annum specified in each case by an amount reasonably deemed by such Lender to be material (such increases in cost and reductions in amounts receivable being herein called “Additional Costs”), then the cost Borrower shall pay to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or upon its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth request the additional amount or amounts to be paid to it hereunder as will compensate such Lender for such Additional Costs within fifteen (and the basis for the calculation 15) Business Days after written notice of such Additional Costs is received by the Borrower; provided, however, that if all or any such Additional Costs would not have been payable or incurred but for such Lender’s voluntary decision to designate a new Lending Office, the Borrower shall have no obligation under this Section 2.13 to compensate such Lender for such amount or amounts) shall be conclusive in relating to such Lender’s decision; provided, further, that the absence of manifest error. This Section 2.28(c) Borrower shall not apply with respect be required to Taxesmake any payments to such Lender for Additional Costs incurred more than sixty (60) days prior to the date that such ▇▇▇▇▇▇ notifies the Borrower of such ▇▇▇▇▇▇’s intention to claim compensation therefor.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or LIBOR Margin Loans or its obligation to make any LIBOR Loans or LIBOR Margin Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency LIBOR Loans or LIBOR Margin Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or LIBOR Margin Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent any Alternative Currencysuch Additional Costs result from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or LIBOR Margin Loans or its Commitment (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such LIBOR Loans or LIBOR for LIBOR Margin Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender may require (including, without limitation, the relevant Borrower Commitment of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to pay, contemporaneously with each payment of interest on each of a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Company shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs that such Lender is required determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary Eurodollar Loans or other authority its obligation to make any Eurodollar Loans hereunder, or regulation (including any reduction in any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require the relevant Borrower to pay(including, contemporaneously with each payment of interest on each without limitation, any of such Lender’s Eurocurrency Loans subject or any deposits referred to such requirementsin the definition of "Eurodollar Base Rate" in Section 1.01 hereof), additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account or any commitment of such Lender on each date on which interest is payable for (including, without limitation, the Commitments of such Loan.Lender hereunder); or (ciii) If the cost to imposes any Revolving Credit Lender of making other condition affecting this Agreement or maintaining any Revolving Credit Loan to any Borrower is increased its Notes (or the amount any of any sum received such extensions of credit or receivable by liabilities) or its Commitments. If any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be materialrequests compensation from the Company under this Section 5.01(a), the Company may, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by notice to such Lender (with a copy to the Administrative Agent). A certificate , suspend the obligation of such Lender claiming compensation under this paragraph and setting forth thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the additional amount or amounts Regulatory Change giving rise to such request ceases to be paid in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the provisions of paragraph (a) of this Section 5.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets that it may hold, then, if such Lender so elects by notice to the Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to complete therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; 12 C.F.R. Part 225, Appendix A) and the basis for Final Risk-Based Cap▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇ of the calculation Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such amount Lender (or amountsany Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 5.01(c) and Section 5.06 hereof, "Basle Accord" shall be conclusive mean the proposals for risk-based capital framework described by the Basle Committee on Banking Regulations and Supervisory Practices in the absence its paper entitled "International Convergence of manifest error. This Section 2.28(c) shall not apply with respect Capital Measurement and Capital Standards" dated July 1988, as amended, modified and supplemented and in effect from time to Taxestime or any replacement thereof.

Additional Costs. (aa With respect to any LIBOR Loan, (i) If if any present or future Law imposes, modifies, or deems applicable (or if compliance by any Lender with any requirement of any Tribunal results in) any Reserve Requirement, and so long as if (ii) those reserves reduce any Revolving Credit sums receivable by that Lender under this Agreement or increase the costs incurred by that Lender in advancing or maintaining any portion of any LIBOR Loan, then (iii) that Lender (through Agent) shall deliver to Borrower a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate it for its reduction or increase (which certificate is conclusive and binding absent manifest error), and (iv) Borrower shall promptly pay that amount to that Lender upon demand. This paragraph shall survive the satisfaction and payment of the Obligation and termination of this Agreement. This paragraph may be invoked by a Lender only if such Lender is required generally invoking similar provisions against other Persons to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, which such Lender may require lends funds pursuant to facilities similar to the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such LoanFacility. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost b With respect to any Revolving Credit Loan or LC, if any present or future Law regarding capital adequacy or compliance by Agent (as issuer of LCs) or any Lender of making with any request, directive or maintaining any Revolving Credit Loan to any Borrower is increased (requirement now existing or the amount of any sum received or receivable hereafter imposed by any Lender Tribunal regarding capital adequacy, or any change in its written policies or in the risk category of this transaction, reduces the rate of return on its capital as a consequence of its obligations under this Agreement to a level below that which it otherwise could have achieved (or taking into consideration its applicable lending office) is reducedpolicies with respect to capital adequacy) by an amount deemed by it to be material (and it may, in good faith determining the amount, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then (unless the effect is already reflected in the rate of interest then applicable under this Agreement) Agent or that Lender (through Agent) shall notify Borrower and deliver to Borrower a certificate setting forth in reasonable detail the calculation of the amount necessary to compensate it (which certificate is conclusive and binding absent manifest error), and Borrower shall promptly pay that amount to Agent or that Lender upon demand. This paragraph shall survive the satisfaction and payment of the Obligation and termination of this Agreement. This paragraph may be invoked by a Lender only if such Lender is generally invoking similar provisions against other Persons to which such Lender lends funds pursuant to facilities similar to the Facility. (c Any Taxes payable by Agent or any Lender or ruled (by a Tribunal) payable by Agent or any Lender in respect of any Loan Paper or any document related thereto shall, if permitted by Law, be materialpaid by Borrower, together with interest and penalties, if any (other than for Taxes imposed on or measured by reason the overall net income of Agent or that Lender and interest and penalties incurred as a result of the fact gross negligence or willful misconduct of Agent or any Lender). Agent or that such Lender (through Agent) shall notify Borrower and deliver to Borrower a certificate setting forth in reasonable detail the calculation of the amount of payable Taxes, which certificate is incorporated inconclusive and binding (absent manifest error), or conducts business in, a jurisdiction outside the United States of America, such and Borrower shall indemnify such promptly pay that amount to Agent for its account or the account of that Lender, as the case may be. If Agent or that Lender for such increased cost or reduction within 15 days after demand by such Lender (with subsequently receives a copy to refund of the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be Taxes paid to it hereunder (and by Borrower, then the basis for recipient shall promptly pay the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect refund to TaxesBorrower.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time, without duplication, such amounts as such Lender may determine to be necessary to compensate it for any Revolving Credit increased costs incurred by such Lender is required which it reasonably determines are attributable to comply with reserve assetsits making or maintaining any Loan or its obligation to make any Loans, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System issuance or maintenance by NationsBank of Central Banksor any other Lender's Participation in any Letter of Credit issued hereunder, but excluding requirements reflected or any reduction in any amount receivable by such Lender under this Agreement, the Statutory Reserve Rate) Notes or the Letters of Credit in respect of any of such Loans or such obligation or the Letters of Credit, including reductions in the rate of return on a Lender’s Eurocurrency 's capital (such increases in costs and reductions in amounts receivable and returns being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or the Notes in respect of any of such Loans in or Letters of Credit (other than taxes imposed on or measured by income, revenues or assets); or (ii) imposes or modifies any Alternative Currencyreserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require (other than any such reserve, deposit or requirement reflected in the relevant Borrower to payPrime Rate, contemporaneously the Federal Funds Effective Rate or the LIBOR Rate, in each case computed in accordance with each payment of interest on each the respective definitions of such terms set forth in Section 1.01 hereof); or (iii) imposes any other condition adversely affecting the Agent or the Lenders under this Agreement, the Notes or the issuance or maintenance of, or any Lender’s Eurocurrency Loans subject 's Participation in, the Letters of Credit (or any of such extensions of credit or liabilities), in each case, the effect of which is to such requirements, additional interest reduce the rate of return on such Loan at a rate per annum specified by capital of any such Lender to be a level below that which the cost Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's policies with respect to capital adequacy). Each Lender will notify the Authorized Representative and the Agent of any event occurring after the Closing Date which would entitle it to compensation pursuant to this Section 4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Notwithstanding anything contained in this Agreement to the contrary, the Borrower shall have no obligations under this Section 4.01 unless any Lender seeking payment of complying with such requirements in relation to such LoanAdditional Costs shall have required similar payments from its other similarly situated customers. (b) Any additional Without limiting the effect of the foregoing provisions of this Section 4.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Lender which includes deposits by reference to which the interest owed pursuant rate on LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of any Lender which includes LIBOR Loans or (ii) becomes subject to paragraph (a) above restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Lender so elects by notice to the Borrower and the other Lenders, the obligation hereunder of such Lender to make, and to convert Floating Rate Loans into, LIBOR Loans that are the subject of such restrictions shall be determined suspended until the date such Regulatory Change ceases to be in effect and the Borrower shall, on the last day(s) of the then current Interest Period(s) for outstanding LIBOR Loans convert such LIBOR Loans into Floating Rate Loans; Provided, however, that the suspension of such obligation and the conversion of any LIBOR Loans into Floating Rate Loans shall apply only to any Lender who is affected by such restrictions and who has provided such notice to the Borrower and the other Lenders, and the obligation of the other Lenders to make, and to convert Floating Rate Loans into, LIBOR Loans shall not be affected by such restrictions. In the event that the obligation of some, but not all of the Lenders to make, or to convert Floating Rate Loans into, LIBOR Loans is suspended, then any request by the relevant Borrower during the pendency of such suspension for a LIBOR Loan shall be deemed a request for such LIBOR Loan from the Lender(s) not subject to such suspension and for a Floating Rate Loan from the Lender(s) who are subject to such suspension, in each case in the respective amounts based on the Lenders' respective Revolving Credit Commitments. (c) Determinations by any Lender for purposes of this Section 4.01 of the effect of any Regulatory Change on its costs of making or maintaining, or being committed to make, Loans or by NationsBank as issuer of any Letter of Credit of the effect of any Regulatory Change on its costs in connection with the issuance or maintenance of, or any other Lender's Participation in, which determination any Letter of Credit issued hereunder, or on amounts receivable by any Lender in respect of Loans or Letters of Credit, and of the additional amounts required to compensate the Lender in respect of any Additional Costs, shall be conclusive absent manifest error, and notified provided that such determinations are made on a reasonable basis taking into account such Lender's reasonable policies as to the relevant Borrower (with a copy allocation of capital, costs and other items. The Lender requesting such compensation shall furnish to the Administrative AgentAuthorized Representative and the Agent within one hundred and eighty (180) at least five Business Days before each date on which interest is payable for days of the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount incurrence of any sum received Additional Costs for which compensation is sought an explanation of the Regulatory Change and calculations, in reasonable detail, setting forth such Lender's determination of any such Additional Costs. Each Lender will use its best efforts, consistent with its bank policies and procedures, to minimize or receivable eliminate the obligation of the Borrower to pay any Additional Costs by booking Loans in a different Lending Office or taking other reasonable and appropriate actions; provided, however, that no Lender will be obligated to suffer or incur any Lender (economic, financial or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be materialregulatory costs, expenses or other disadvantages by reason of the fact that such Borrower is incorporated inits obligation contained in this Section 4.01(c), or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive except in the absence case of manifest error. This Section 2.28(c) shall not apply with respect to Taxescosts and expenses which are reimbursed by the Borrower.

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant The Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or such obligation or the maintenance by such Lender of capital in respect of its Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitments (other than taxes imposed on each date on or measured by the overall net income of such Lender or of its Lending Office for any of such Loans by the jurisdiction in which interest is payable such Lender has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement utilized in the determination of the Adjusted Eurodollar Rate for such Loan. (c) If the cost relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, such Lender, or any Borrower is increased (or the amount commitment of any sum received or receivable by any such Lender (including, without limitation, the Commitments of such Lender hereunder); or its applicable lending office(iii) is reduced) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any Revolving Credit Lender is required costs incurred by such Bank that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Rate Loans or its obligation to make any LIBOR Rate Loans hereunder, any reduction in any amount receivable by such Bank under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency LIBOR Rate Loans or such obligation or the maintenance by such Bank of capital in respect of its LIBOR Rate Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Alternative Currency, Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender may require Bank under this Agreement or any of the relevant Borrower to pay, contemporaneously with each payment other Loan Documents in respect of interest on each any of such Lender’s Eurocurrency LIBOR Rate Loans subject or its Commitment (other than taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such LIBOR Rate Loans by the jurisdiction in which such Bank has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to such requirementsany other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Rate Loans is determined) relating to any extensions of credit or other assets of, additional interest on such Loan at a rate per annum specified or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender Bank (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated inparent corporation), or conducts business inany commitment of such Bank (including, without limitation, the Commitment of such Bank hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of such Bank to a jurisdiction outside the United States of America, level below that which such Borrower shall indemnify such Lender Bank could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Bank's policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long The Borrowers shall promptly pay to the Agent for the account of a Lender from time to time, without duplication, such amounts as such Lender may reasonably determine to be necessary to compensate it for any Revolving Credit costs incurred by such Lender is required which it determines are attributable to comply with reserve assetsits making or maintaining any Loan or its obligation to make any Loans, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System issuance or maintenance by Issuing Bank of Central Banksor any other Lender's Participation in any Letter of Credit issued hereunder, but excluding requirements reflected or any reduction in any amount receivable by such Lender under this Agreement or the Statutory Reserve Rate) Notes in respect of any of such Loans, including reductions in the rate of return on a Lender’s Eurocurrency 's capital (such increases in costs and reductions in amounts receivable and returns being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or the Notes in respect of any of such Loans in (other than taxes imposed on or measured by the income, revenues or assets); or (ii) imposes or modifies any Alternative Currencyreserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require (other than any such reserve, deposit or requirement reflected in the relevant Borrower to payBase Rate or the Eurodollar Rate, contemporaneously in each case computed in accordance with each payment of interest on each the respective definitions of such Lender’s Eurocurrency Loans subject to such requirements, additional interest terms set forth in Section 1.2 hereof); or (iii) has or would have the effect of reducing the rate of return on such Loan at a rate per annum specified by capital of any such Lender to be a level below that which the cost Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's policies with respect to capital adequacy). Each Lender will notify the Authorized Representative and the Agent of any event occurring after the Closing Date which would entitle it to compensation pursuant to this Section 5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such Lender of complying with such requirements in relation to such Loancompensation. (b) Any additional Without limiting the effect of the foregoing provisions of this Section 5.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of the Lender which includes deposits by reference to which the interest owed pursuant rate on Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of any Lender which includes Eurodollar Rate Loans or (ii) becomes subject to paragraph (a) above restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Lender so elects by notice to the other Lenders, the obligation hereunder of such Lender to make, and to convert Base Rate Loans into, Eurodollar Rate Loans that are the subject of such restrictions shall be determined suspended until the date such Regulatory Change ceases to be in effect and the Borrowers shall, on the last day(s) of the then current Interest Period(s) for outstanding Eurodollar Rate Loans convert such Eurodollar Rate Loans into Base Rate Loans; provided, however, that the suspension of such obligation and the conversion of any Eurodollar Rate Loans into Base Rate Loans shall apply only to any Lender who is affected by such restrictions and who has provided such notice to the relevant other Lenders, and the obligation of the other Lenders to make, and to convert Base Rate Loans into, Eurodollar Rate Loans shall not be affected by such restrictions. (c) Determinations by any Lender for purposes of this Section 5.1 of the effect of any Regulatory Change on its costs of making or maintaining, or being committed to make Loans, or by Issuing Bank as issuer of any Letter of Credit of the effect of any Regulatory Change on its costs in connection with the issuance or maintenance of, or any other Lender's Participation in, which determination any Letter of Credit issued hereunder, or on amounts receivable by any Lender in respect of Loans or Letters of Credit, and of the additional amounts required to compensate the Lender in respect of any Additional Costs, shall be conclusive absent manifest error, and notified . The Lender requesting such compensation shall furnish to the relevant Borrower Authorized Representative and the Agent within sixty (with a copy to 60) days of the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount incurrence of any sum received or receivable by any Lender (or its applicable lending office) Additional Costs for which compensation is reduced) by sought an amount deemed in good faith by such Lender to be material, by reason explanation of the fact that such Borrower is incorporated inRegulatory Change and calculations, or conducts business inin reasonable detail, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation such Lender's determination of any such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to TaxesAdditional Costs.

Additional Costs. (a) If and so long The Borrower shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs that such Lender is required determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBO Rate Loans or other authority its obligation to make any LIBO Rate Loans hereunder, or regulation (including any reduction in any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the Adjusted LIBO Rate for such Loan and Mandatory Costs utilized in the determination of the LIBO Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require the relevant Borrower to pay(including, contemporaneously with each payment of interest on each without limitation, any of such Lender’s Eurocurrency Loans subject or any deposits referred to such requirementsin the definition of “LIBO Rate” in Section 1.01), additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account or any commitment of such Lender on each date on which interest is payable for (including, without limitation, the Commitment of such Loan.Lender hereunder); or (ciii) If the cost to imposes any Revolving Credit Lender of making other condition affecting this Agreement or maintaining any Revolving Credit Loan to any Borrower is increased its Note (or the amount any of any sum received such extensions of credit or receivable by liabilities) or its Commitment. If any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be materialrequests compensation from the Borrower under this Section 5.01(a), the Borrower may, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by notice to such Lender (with a copy to the Administrative Agent). A certificate , suspend the obligation of such Lender claiming thereafter to make or Continue LIBO Rate Loans or to Convert Base Rate Loans into LIBO Rate Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation under so requested. (b) Without limiting the effect of the foregoing provisions of this paragraph Section 5.01 (but without duplication), if any Lender determines that any Regulatory Change regarding capital 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 setting forth the policies of such Lender’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered. (c) Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof. If any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be paid entitled to it hereunder (payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice. Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01. Determinations and allocations by any Lender for purposes of this Section 5.01 of the calculation effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such amount or amounts) Lender under this Section 5.01, shall be conclusive absent manifest error, provided that such determinations and allocations are made on a reasonable basis. (d) Each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by any event specified in paragraphs (a) or (b) of this Section 5.01 or in Section 5.03 if such designation will avoid the need for, or reduce the amount of, such compensation or suspension, as the case may be, and will not, in the absence sole opinion of manifest error. This Section 2.28(c) shall not apply with respect such Lender, be disadvantageous to Taxessuch Lender.

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to make special deposits with the Bank of England, to maintain reserve asset ratios or to pay fees, in each case in respect of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Loans, additional interest on such Loan at a rate per annum equal to the Mandatory Costs Rate calculated in accordance with the formula and in the manner set forth in Exhibit D hereto. (b) If and so long as any Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate or the Mandatory Costs Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (bc) Any additional interest owed pursuant to paragraph (a) or (b) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (cd) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its Ratable Share of the Loan (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of its ratable share of the Loans (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.10.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of the Adjusted LIBOR Rate for its ratable share of the Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require the relevant Borrower to payLender, contemporaneously with each payment of interest on each or any commitment of such Lender’s Eurocurrency Loans subject to such requirements, additional interest ; or (iii) has or would have the effect of reducing the rate of return on such Loan at a rate per annum specified by capital of such Lender to be the cost to a level below that which such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable could have achieved but for such Loan. Regulatory Change (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by taking into consideration such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection, the Borrower shall pay to the Agent for the account of each affected Lender from time to time, within thirty (a30) If and so long days after written demand, such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary SOFR Loans or Term SOFR Margin Loans or its obligation to make any SOFR Loans or Term SOFR Margin Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its SOFR Loans or Term SOFR Margin Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Loans or its Commitments (other than Indemnified Taxes, Taxes described in clauses (b) through (e) of the definition of Excluded Taxes and Connection Income Taxes)); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require (or corporation controlling such Lender), or any commitment of such Lender (including, without limitation, the relevant Borrower Commitments of such Lender hereunder); or (iii) has or would have the effect of reducing the rate of return on capital of such Lender (or a corporation controlling such Lender) to pay, contemporaneously with each payment of interest on each of a level below that which such Lender (or such corporation) could have achieved but for such Regulatory Change (taking into consideration such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending officesuch corporation’s) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply policies with respect to capital adequacy); or (iv) imposes on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender.

Additional Costs. (a) If and so long The Borrowers shall pay directly to each Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any Revolving Credit costs that such Lender is required determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary Eurodollar Loans or other authority its obligation to make any Eurodollar Loans hereunder, or regulation (including any reduction in any amount receivable by such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of any of such Lender’s Eurocurrency Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan.Regulatory Change that: (bi) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such Loan. (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by subject any Lender (or its applicable lending officeApplicable Lending Office for any of such Loans) is reduced) by an amount deemed to any tax, duty or other charge in good faith by respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (excluding changes in the rate of tax on the overall net income of such Lender or of such Applicable Lending Office by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the calculation of any amounts payable under Section 5.01(d) hereof) relating to be materialany extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.01 hereof), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder); or (iii) imposes any other condition affecting this Agreement or its Notes (or any of such extensions of credit or liabilities) or its Commitments. If any Lender requests compensation from the Borrowers under this Section 5.01(a), the Borrowers may, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by notice to such Lender (with a copy to the Administrative Agent). A certificate , suspend the obligation of such Lender claiming thereafter to make or Continue Eurodollar Loans, or to Convert ABR Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall Credit Agreement 73 - 68 - be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Lender shall notify the Borrowers of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (b) of this paragraph Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after the date 45 days prior to the date that such Lender does give such notice and (ii) each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, be disadvantageous to such Lender, except that such Lender shall have no obligation to designate an Applicable Lending Office located in the United States of America. Each Lender will furnish to the Borrowers a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (b) of this Section 5.01 and under Sections 5.05, 5.06 and 5.07 hereof. Determinations and allocations by any Lender for purposes of this Section 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans, or on amounts receivable by it in respect of Loans, and of the amounts required to compensate such Lender under this Section 5.01, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. (d) Without limiting the effect of (but without duplication of) the foregoing, the Borrowers shall pay to each Lender on the last day of the Interest Period therefor so long as such Lender is required by the Board of Governors of the Federal Reserve System to maintain reserves against "Eurocurrency liabilities" under Regulation D (or, unless the provisions of paragraph (b) above are applicable, so long as such Lender is, by reason of any Regulatory Change, required to maintain reserves against any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender that includes any Eurodollar Loans) an additional amount or amounts (determined by such Lender and notified to be paid the Borrowers through the Administrative Agent not later than 15 days prior to it hereunder the last day of such Interest Period) equal to the product of the following for each Eurodollar Loan for each day during such Interest Period: (i) the principal amount of such Eurodollar Loan outstanding on such day; and (ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Eurodollar Loan for such Interest Period as provided in this Agreement (less the Applicable Margin) and the basis for denominator of which is one minus the calculation of effective rate (expressed as a decimal) at which such amount or amountsreserve requirements are imposed on such Lender on such day minus (y) shall be conclusive in the absence of manifest error. This Section 2.28(csuch numerator; and (iii) shall not apply with respect to Taxes1/360.

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it reasonably determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitment (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitment (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (excluding Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including without limitation, the Commitment of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a1) If The Borrowers shall jointly and so long severally pay directly to each Lender from time to time on demand such amounts as such Lender may determine to be necessary to compensate it for any Revolving Credit increased costs which such Lender is required determines are attributable to comply with reserve assetsits making or maintaining any Libor Rate Loans under this Agreement or its Notes or its obligation to make any such Loans hereunder, liquidity, cash margin or other requirements any reduction in any amount receivable by such Lender hereunder in respect of any monetary such Loans or other authority or regulation such obligation (including such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change relating to any such requirement imposed by Loans or such obligation which: (i) changes the European Central Bank basis (but not the rate) of taxation of any amounts payable to such Lender under this Agreement or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) its Notes in respect of any of such Lender’s Eurocurrency Loans (other than franchise, and capital, branch profits taxes or taxes imposed with respect to the net income of such Lender or of its Lending Office for any of such Loans by the jurisdiction in which such Lender is organized or has its principal office or such Lending Office); or (ii) imposes or modifies any Alternative Currencyreserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each (including any of such Lender’s Eurocurrency Loans subject or any deposits referred to in the definition of "Libor Rate" in Section 1.01); provided that no such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender compensation shall be payable to the Administrative Agent extent that the Libor Rate has been adjusted to account for the account such increased cost; or (iii) imposes any other similar condition affecting this Agreement or such Lender's Notes (or any of such extensions of credit or liabilities); provided that such Lender on each date on which interest is payable for such Loan. (c) If the cost demands similar Additional Costs with respect to any Revolving Credit all other similarly affected loan facilities across its portfolio. Each Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount will notify Cross Media in writing of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by event occurring after the date of this Agreement which will entitle such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy compensation pursuant to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amountsSection 4.01(a) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.as

Additional Costs. In addition to, and not in limitation of the immediately preceding subsection (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets), liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may determine to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are attributable to any Revolving Credit Lender of its making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received SOFR Loans or receivable by any Lender (SOFR Margin Loans or its applicable lending office) is reduced) by an obligation to make any SOFR Loans or SOFR Margin Loans hereunder, any reduction in any amount deemed in good faith receivable by such Lender to be material, by reason under this Agreement or any of the fact that other Loan Documents in respect of any of such Borrower is incorporated in, SOFR Loans or conducts business in, a jurisdiction outside SOFR Margin Loans or such obligation or the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand maintenance by such Lender of capital in respect of its SOFR Loans or SOFR Margin Loans or its Commitment (with a copy such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the Administrative Agent). A certificate extent any such Additional Costs result from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such SOFR Loans or SOFR Margin Loans or its Commitments (other thansubject 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; or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or any commitment of such Lender claiming compensation under this paragraph and setting forth (including, without limitation, the additional amount or amounts to be paid to it hereunder (and the basis for the calculation Commitment of such amount Lender hereunder); or amounts(iii) shall be conclusive in imposes on any Lender or the absence of manifest errorLondon interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or the Loans made by such Lender. This Section 2.28(c) shall not apply with respect to Taxes.4930-5233-2131, v. 14930-5233-2131, v. 9

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest errorIn addition to, and notified to not in limitation of the relevant immediately preceding subsection (but not in duplication of amounts payable thereunder), the Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may in good faith determine to be reasonably necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it reasonably determines are attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or LIBOR Margin Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or LIBOR Margin Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or LIBOR Margin Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or LIBOR Margin Loans or its Commitments (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes); (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans or LIBOR Margin Loans is increased (determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated inparent corporation), or conducts business in, a jurisdiction outside the United States any commitment of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to including, without limitation, the Administrative Agent). A certificate Commitments of such Lender claiming compensation under hereunder); or (iii) imposes on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this paragraph and setting forth Agreement or the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of Loans made by such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to TaxesLender.

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest errorIn addition to, and notified to not in limitation of the relevant immediately preceding subsection, the Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may reasonably determine in good faith to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are directly attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest errorIn addition to, and notified to not in limitation of the relevant immediately preceding subsection, the Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender that it determines are attributable to its making, Converting to, Continuing of, or maintaining of any SOFR Loans or SOFR Margin Loans or its obligation to make any SOFR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such SOFR Loans or SOFR Margin Loans or such obligation or the maintenance by such Lender of capital in respect of its SOFR Loans or SOFR Margin Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such SOFR Loans or SOFR Margin Loans or its Commitments (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the FRB or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on each date on which interest SOFR Loans or SOFR Margin Loans is payable determined to the extent utilized to determine Adjusted Daily Simple SOFR or Adjusted Term SOFR, as applicable, for such Loan. (cLoans) If the cost relating to any Revolving Credit Lender extensions of making credit or maintaining other assets of, or any Revolving Credit Loan to deposits with or other liabilities of, or other credit extended by, or any Borrower is increased (or the amount other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated inparent corporation), or conducts business in, a jurisdiction outside the United States any commitment of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to including, without limitation, the Administrative Agent). A certificate Commitments of such Lender claiming compensation under hereunder) or (iii) imposes on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this paragraph and setting forth Agreement or the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of Loans made by such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to TaxesLender.

Additional Costs. (a) If and so long interest is based on a LIBOR Rate, Borrowers shall pay to Lender from time to time, within ten (10) days after written demand therefor by Lender, such amounts as Lender may reasonably determine to be sufficient to compensate Lender for any Revolving Credit costs that Lender is required reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary portion of the Loan as a LIBOR Loan or other authority its obligation to make any portion of the Loan as a LIBOR Loan hereunder, or regulation (including any such requirement imposed reduction in any amount receivable by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Lender hereunder in respect of a LIBOR Loan or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from and limited to the amounts necessary to compensate Lender for any Regulatory Change (I) which affects similarly situated banks or financial institutions generally and is not applicable to Lender primarily by reason of Lender’s particular conduct or condition and (II) which: (i) changes the basis of taxation of any amounts payable to Lender under this Agreement or the Note (other than Excluded Taxes); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than the Reserve Requirement utilized in the determination of the LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, Lender (including, without limitation, any such deposits referred to in the definition of “LIBOR Base Rate”), or any commitment of Lender (including, without limitation, the commitment of Lender hereunder); or (iii) imposes any other condition affecting this Agreement or the Note (or any of such extensions of credit or liabilities referred to in clause (ii) above). Notwithstanding anything to the contrary contained in this Section 2.2.4, Additional Costs may be imposed on Borrowers by Lender on behalf of Lender only if such Additional Costs are generally being imposed by Lender on similarly situated borrowers (as reasonably determined by Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan). (b) Any additional interest owed pursuant to paragraph Without limiting the effect of the provisions of clause (a) of this Section 2.2.4 (but without duplication), in the event that, by reason of any Regulatory Change which affects similarly situated banks or financial institutions generally and is not applicable to a Lender primarily by reason of Lender’s particular conduct or condition, Lender incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of Lender that includes deposits by reference to which the LIBOR Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of Lender that includes any portion of the Loan evidenced by the Note based on the LIBOR Rate hereunder, then, if Lender so elects by notice to Borrowers, the obligation of Lender to make or continue such portion of the Loan evidenced by the Note based on the LIBOR Rate hereunder shall be determined by suspended effective on the relevant Lenderlast day of the then current Interest Period, which determination shall until such Regulatory Change ceases to be conclusive absent manifest errorin effect and the portion of the Loan based on the LIBOR Rate hereunder shall, and notified to during such suspension, bear interest at the relevant Borrower (with a copy to Reference Rate plus the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable for such LoanReference Rate Spread. (c) If Without limiting the cost effect of the foregoing provisions of this Section 2.2.4 (but without duplication), Borrowers shall pay to Lender from time to time on request such amounts as Lender may reasonably determine to be necessary to compensate Lender (or, without duplication, the parent bank or bank holding company of which Lender is a subsidiary) for any Revolving Credit Lender of making or maintaining any Revolving Credit Loan costs that it determines are attributable to any Borrower is increased (or the amount of any sum received or receivable maintenance by any Lender (or its applicable lending officeany Applicable Lending Office or such parent bank or bank holding company of Lender), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law) is reducedof any Governmental Authority (i) by an amount deemed in good faith by such Lender to be material, by reason of the fact that such Borrower is incorporated in, following any Regulatory Change or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost (ii) implementing any risk-based capital guideline or reduction within 15 days after demand by such Lender other requirement (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount whether or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxes.having

Additional Costs. (a) If and so long The Borrower shall promptly pay to the Agent for the account of each affected Lender from time to time such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any Revolving Credit costs incurred by such Lender is required that it reasonably determines are attributable to comply with reserve assets, liquidity, cash margin its making or other requirements maintaining of any monetary LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) Loan Documents in respect of any of such Lender’s Eurocurrency Loans or such obligation or the maintenance by such Lender of capital in respect of its respective Term Loans (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), to the extent resulting from any Alternative CurrencyRegulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of its respective Term Loans (other than taxes, fees, duties, levies, imposts, charges, deductions, withholdings or other charges which are excluded from the definition of Taxes pursuant to the first sentence of Section 3.12.(a)); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other reserve requirement to the extent utilized in the determination of Adjusted LIBOR for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender may require the relevant Borrower to payLender, contemporaneously with each payment of interest on each or any commitment of such Lender’s Eurocurrency Loans subject to such requirements, additional interest ; or (iii) has or would have the effect of reducing the rate of return on such Loan at a rate per annum specified by capital of such Lender to be the cost to a level below that which such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account of such Lender on each date on which interest is payable could have achieved but for such Loan. Regulatory Change (c) If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to any Borrower is increased (or the amount of any sum received or receivable by any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by taking into consideration such Lender to be material, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender’s policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest errorIn addition to, and notified to not in limitation of the relevant immediately preceding subsection, the Borrower (with a copy to the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified to the relevant Borrower by such Lender shall be payable promptly pay to the Administrative Agent for the account of a Lender from time to time such amounts as such Lender on each date on which interest is payable may reasonably determine in good faith to be necessary to compensate such Lender for any costs incurred by such Loan. (c) If the cost Lender that it determines are directly attributable to any Revolving Credit Lender of its making or maintaining of any Revolving Credit LIBOR Loans or its obligation to make any LIBOR Loans hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any Borrower other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans is increased (determined to the extent utilized when determining LIBOR for such Loans) relating to any extensions of credit or the amount other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of any sum received or receivable funds by any such Lender (or its applicable lending officeparent corporation), or any commitment of such Lender (including, without limitation, the Commitments of such Lender hereunder) is reducedor (iii) by an amount deemed in good faith by has or would have the effect of reducing the rate of return on capital of such Lender to be material, by reason of the fact a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify which such Lender could have achieved but for such increased cost or reduction within 15 days after demand by Regulatory Change (taking into consideration such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply Lender's policies with respect to Taxescapital adequacy).

Additional Costs. (a) If and so long as The Borrowers shall within two (2) Business Days of demand therefor by any Revolving Credit Lender is required to comply with reserve assets, liquidity, cash margin or other requirements of any monetary or other authority or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, such Lender may require the relevant Borrower to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by such Lender to be the cost to such Lender of complying with such requirements in relation to such Loan. (b) Any additional interest owed pursuant to paragraph (a) above shall be determined by the relevant Lender, which determination shall be conclusive absent manifest error, and notified to the relevant Borrower (with a copy of such demand to the Administrative Relevant Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, and such additional interest so notified pay to the relevant Borrower by such Lender shall be payable to the Administrative Relevant Agent for the account of such Lender on each date on from time to time, without duplication, such amounts as such Lender may reasonably determine to be necessary to compensate it for any costs incurred by such Lender which interest is payable for such Loan. (c) If the cost it determines are attributable to any Revolving Credit Lender of its making or maintaining any Revolving Loan or its obligation to make any Loans, or the issuance or maintenance by an Issuing Bank, of or any other Lender's Participation in any Letter of Credit Loan issued hereunder, or any reduction in any amount receivable by such Lender under this Agreement or the Bankers' Acceptances or the Notes in respect of any of such Loans or the Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in costs and reductions in amounts receivable and returns being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or the Bankers' Acceptances or the Notes in respect of any of such Loans or the Letters of Credit (excluding for purposes of this SECTION 7.1 any such increased costs resulting from (A) Taxes (as to which SECTION 7.7 shall govern), and (B) changes in the basis of taxation of overall net income or overall gross income by the United States, by Canada or by any other foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof); or (ii) imposes or modifies any reserve, special, deposit, or similar requirements relating to any Borrower extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (other than any such reserve, special, deposit or other similar requirement reflected in the Prime Rate, the Reference Rate, the Federal Funds Effective Rate or the Interbank Offered Rate, or otherwise provided for in SECTION 7.6); or (iii) has the effect of reducing the rate of return on capital of any such Lender to a level below that which the Lender would have achieved but for such Regulatory Change (taking into consideration such Lender's policies and the policies of its parent corporation with respect to capital adequacy); PROVIDED, HOWEVER, that any demand for Additional Costs is increased made by the applicable Lender within 60 days after the date on which the officer of such Lender who has responsibility for compliance with the obligations under this Agreement knows or has reason to know of such Lender's right to any Additional Costs under this SECTION 7.1(A) or, if any such Lender fails to deliver such demand within such 60- day period, such Lender shall only be entitled to compensation for any Additional Costs from and after the date that is 60 days prior to the date such Lender delivers such demand; and PROVIDED FURTHER, HOWEVER, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such Additional Costs and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of any sum received or receivable by any Lender such Additional Costs (or its applicable lending officeincluding the basis of calculation thereof) is reduced) by and an amount deemed in good faith explanation of the Regulatory Change giving rise thereto, submitted to the Borrowers and the Relevant Agent by such Lender to be materialLender, by reason of the fact that such Borrower is incorporated in, or conducts business in, a jurisdiction outside the United States of America, such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand by such Lender (with a copy to the Administrative Agent). A certificate of such Lender claiming compensation under this paragraph and setting forth the additional amount or amounts to be paid to it hereunder (and the basis for the calculation of such amount or amounts) shall be conclusive in the absence of manifest and binding for all purposes, absent demonstrable error. This Section 2.28(c) shall not apply with respect to Taxes.