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. (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. 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 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. (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. 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 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. (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 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 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 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. 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. 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 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 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 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 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 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. 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 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. (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 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. (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 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. (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 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. (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 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. 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. 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. 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 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. (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 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 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. (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 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. 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. 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 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. (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. 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. (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. 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. 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. 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. (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. (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 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 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 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. 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 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 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 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 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 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. (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. 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 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. (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 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 used in the determination of the Eurodollar Rate for any Interest Period 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), 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 Borrower under this paragraph, 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 Eurodollar Loans, or to Convert Loans of any other Type 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 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 Borrower 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). (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 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 Borrower 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 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 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 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 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 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, such Lender, or any 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 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 hereunder or other authority its obligation to make any of such Advances hereunder, or regulation (including any reduction in any amount receivable by the Lender hereunder in respect of any such requirement imposed by Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any generally applicable Regulatory Change which: (i) changes the European Central Bank basis of taxation of any amounts payable to the 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 (including any of such Advances or any deposits referred to in the definition of "LIBOR Rate" in Section 1.1 hereof); or (iii) imposes any other condition affecting this Agreement or such 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 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 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 requirements, additional interest on such Loan at a rate per annum specified by such Lender request ceases to be in effect (in which case the cost to such Lender provisions of complying with such requirements in relation to such LoanSection 5 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 generally applicable 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 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 (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 suspended until such Regulatory Change ceases to be in effect (in which case the relevant Lender, which determination provisions of Section 5 hereof 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 Loanapplicable). (c) If Determinations and allocations by the cost Lender for purposes of this Section of the effect of any generally applicable 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 Additional Costs, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. (d) The Lender will not seek the benefits of this Section 5.1 unless it is, at the time of any Lender (or its applicable lending office) is reduced) by an amount deemed in good faith by such Lender attempts to be materialcollect amounts under this Section 5.1 from the Borrower, by reason applying similar reimbursement standards to other borrowers 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 (who have loans 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 Taxessimilar pricing options.

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 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 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 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 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 Borrower 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). (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 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 Borrower 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 at any time, any Lender determines, acting reasonably and so long as with appropriate diligence, that (1) any Revolving Credit Regulatory Change, or (2) compliance by such Lender is required to comply with reserve assetsany direction, liquidity, cash margin requirement or request from any central bank or other requirements regulatory authority given after the date of any monetary execution hereof, whether or other authority not having the force of law, has or regulation (including any such requirement imposed by the European Central Bank or the European System of Central Bankswould have, but excluding requirements reflected in the Statutory Reserve Rate) in respect of any as a consequence of such Lender’s Eurocurrency Loans in any Alternative Currency's obligation under this Agreement, and taking into consideration such Lender's policies with respect to capital adequacy, the effect of reducing the rate of return on such Lender's capital to a level below that which such Lender could have achieved under this Agreement but for such change or compliance, such Lender may require shall determine the relevant Borrower to pay, contemporaneously with each payment of interest on each amount of such Lender’s Eurocurrency Loans subject to such requirements, additional interest on such Loan at a rate per annum specified by amounts as will compensate such Lender to be the cost to for such Lender of complying with such requirements in relation to such Loanreduction. (b) Any additional interest owed pursuant If after the date of execution hereof, any introduction of any Applicable Law or any Regulatory Change or any change in the compliance of any Lender therewith now or hereafter: (1) subjects any Lender to, or causes the withdrawal or termination of a previously granted exemption with respect to, any Tax or changes the basis of taxation, or increases any existing Tax, on payments of principal, interest, fees or other amounts payable by Borrower to paragraph such Lender under this Agreement (a) above shall be determined except for Taxes imposed on or measured by the relevant net income or capital of such Lender); (2) imposes, modifies or deems applicable any reserve, special deposit, deposit insurance or similar requirement against assets held by, or deposits in or for the account of or loans by or any other acquisition of funds by, an office of such Lender, which determination shall in connection with Revolving Credit Advances or such Lender's Revolving Credit Commitment; (3) imposes or holds applicable on such Lender, or expects there to 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 maintained by such Lender any capital adequacy or additional capital requirement in respect of Revolving Credit Advances or its Revolving Credit Commitment or any other condition with respect to this Agreement; or (4) imposes any Tax on reserves or deemed reserves with respect to the undrawn portion of its Revolving Credit Commitment; and the result of any of the foregoing, in the determination of Lender acting reasonably and with appropriate diligence, shall be payable to increase the Administrative cost to, or reduce the amount of principal, interest or other amount received or receivable by such Lender hereunder or its effective return hereunder in respect of making, maintaining or funding Revolving Credit Advances hereunder, such Lender shall, acting reasonably, determine that amount of money which shall compensate such Lender for such increase in cost or reduction in income (herein referred to as "Additional Compensation"). (c) Upon a Lender having determined that it is entitled to additional amounts in accordance with the provisions of Section 1.19(a) or to Additional Compensation in accordance with the provisions of Section 1.19(b), such Lender shall promptly so notify Agent and shall provide to Agent a photocopy of the relevant Regulatory Change or Applicable Law (if any, in either case) and a certificate of a duly authorized officer of such Lender setting forth the additional amounts or Additional Compensation, as applicable, and the basis of calculation thereof, which shall be prima facie evidence of such additional amounts or Additional Compensation, as applicable. Agent shall promptly notify Borrower and Borrower shall pay to Agent for the account of such Lender on each date on which interest is payable within 10 Business Days of the giving of such notice such Lender's compensation (that is, additional amounts or Additional Compensation, as applicable) for such Loan. (c) If the cost costs as are incurred or reductions as are suffered as to any Revolving Credit which such notification relates. Each 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 shall 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 entitled to be paid such additional amounts or Additional Compensation, as applicable, from time to it hereunder (and time to the basis for extent that the calculation provisions of this Section 1.19 are then applicable notwithstanding that such amount Lender has previously been paid any additional amounts or amounts) shall be conclusive in the absence of manifest error. This Section 2.28(c) shall not apply with respect to TaxesAdditional Compensation.

Additional Costs. The Borrower shall within five (a5) If and so long as any Revolving Credit Business Days following the Agent’s demand therefor, pay to the Agent for the account of each affected Lender is required from time to comply with reserve assets, liquidity, cash margin or other requirements time such amounts (without duplication of any monetary amount paid under Section 3.12) as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making, continuing, converting into or maintaining of any LIBOR Loans or its obligation to make any LIBOR Loans hereunder (such amounts shall be based upon a reasonable allocation thereof by such Lender to any LIBOR 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 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 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 officeholding company) is reduced) by an amount deemed of capital or liquidity or compliance with capital or liquidity requirements in good faith by respect of its Loans or its Commitment (such increases in costs, reductions in amounts receivable or maintenance of capital being herein called “Additional Costs”), to the extent resulting from any Regulatory Change and solely to the extent that such Lender generally imposes such Additional Costs on other borrowers of such Lender in similar circumstances, that: (i) subjects any Lender to be material, by reason Taxes or changes the basis of taxation of any amounts payable to such Lender under this Agreement or any of the fact that other Loan Documents in respect of any of such Borrower is incorporated inLoans or its Commitment (in each case, other than Indemnified Taxes or 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 Adjusted LIBOR for such Loan) 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 such Lender for such increased cost Lender, or reduction within 15 days after demand by any commitment of such Lender (with a copy to including, without limitation, the Administrative Agent). A certificate Commitment 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.hereunder); or

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) Credit 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 Credit 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 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 LIBOR or its obligation to calculate Effective Rates hereunder with reference to LIBOR, 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 LIBOR 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 LIBOR 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 LIBOR 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 LIBOR 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. (a) If and so long The Borrower shall promptly pay to the Bank from time to time such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any Revolving Credit Lender is required costs incurred by the Bank that it reasonably 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 (including its obligation to make any such requirement imposed LIBOR Advances hereunder, any reduction in any amount receivable by the European Central Bank under this Agreement or any of the European System of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) other Loan Documents in respect of any of such Lender’s Eurocurrency Loans in any Alternative Currency, LIBOR Advances 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 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 maintenance by the relevant LenderBank of capital in respect of its LIBOR Advances (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), which determination shall be conclusive absent manifest error, and notified to resulting from any Regulatory Change that: (i) changes 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 basis of taxation of any amounts payable to the Administrative Agent for Bank under this Agreement or any of the account other Loan Documents in respect of any of such Lender LIBOR Advances or its Commitment (other than taxes imposed on each date on or measured by the overall net income of the Bank or of its Lending Office for any of such LIBOR Advances by the jurisdiction in which interest is payable for the Bank has its principal office or such Loan. 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 Advances is determined) relating to any Borrower is increased (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 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 materialparent corporation), by reason or any commitment of the fact Bank (including, without limitation, the Commitment of the Bank hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of the Bank to a level below that such Borrower is incorporated in, or conducts business in, a jurisdiction outside which the United States of America, such Borrower shall indemnify such Lender Bank could have achieved but for such increased cost or reduction within 15 days after demand by such Lender Regulatory Change (with a copy to taking into consideration 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 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 (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 (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, any commitment of such Lender hereunder); or (iii) has or would have the relevant Borrower 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. Borrower shall pay directly to Lender from time to time such amounts as Lender may determine to be necessary to compensate it 5 166 for any costs incurred by Lender which Lender determines are attributable to its making or maintaining of any Eurodollar Advances hereunder or its obligation to make any of such Eurodollar Advances hereunder, or any reduction in any amount receivable by Lender hereunder in respect of any such Eurodollar Advance or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (a) 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 such requirement imposed by the European Central Bank amounts payable to 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 Lender 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 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. Advances); (b) Any additional interest owed pursuant imposes or modifies any reserve, special deposit, minimum capital, capital ratio, or similar requirement relating to paragraph any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, Lender (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 including any of such Lender on each date on which interest is payable for such Loan. Advances or any deposits referred to in the definition of "Eurodollar Rate" in SECTION 1.1 hereof); (c) If increases Lender's costs relating to Advances, the cost Commitment, or any part thereof; (d) reduces the yield or rate of return of Lender on Advances, the Commitment, or any part thereof, to a level below that which Lender could have achieved but for such Regulatory Change; or (e) imposes any Revolving Credit other condition affecting this Agreement or the Note or any of such extensions of credit or liabilities or commitments. Lender will notify Borrower of making any event occurring after the date of this Agreement which will entitle Lender to compensation pursuant to this SECTION 4.1 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and will designate a different lending office for the Advances affected by such event if such designation will avoid the need for, or maintaining reduce the amount of, such compensation and will not, in the sole opinion of Lender, violate any Revolving Credit Loan law, rule, or regulation or be in any way disadvantageous to any Lender. Lender will furnish Borrower is increased (or with a certificate setting forth the basis and 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 each request 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 section. If Lender requests compensation from Borrower under this section, Borrower may, by notice to Lender suspend the obligation of Lender to make additional amount or amounts Eurodollar Advances until the Regulatory Change giving rise to such request ceases to be paid to it hereunder in effect (and in which case the basis for the calculation provisions of such amount or amounts) SECTION 4.3 hereof shall be conclusive in the absence applicable). Determinations and allocations by Lender for purposes of manifest errorthis section shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. This 6 167 2.14 Amendment to Section 2.28(c) shall not apply with respect to Taxes.4.2

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 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 the issuance or other authority or regulation (including any such requirement imposed maintenance by the European Central Issuing Bank of or any other Lender's Participation in any Letter of Credit issued hereunder, or any reduction in any amount receivable by such Lender under this Agreement, the Notes or the European System Letters of Central Banks, but excluding requirements reflected in the Statutory Reserve Rate) 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 the income, revenues or assets of any Alternative CurrencyLender); 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 (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 terms set forth in Section 1.01 hereof); or (iii) has or would have the effect of reducing the rate of return on capital of any such requirements, additional interest on such Loan at a rate per annum specified by Lender or corporation controlling such Lender to be a level below that which the cost to Lender or corporation controlling such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's or such corporation's policies with respect to capital adequacy); or (iv) 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 Participation in, the Letters of complying with Credit (or any of such requirements in relation extensions of credit or liabilities). Each Lender will notify the Authorized Representative and the Agent of any event occurring after the Effective 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 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 4.01, 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, any Lender either (i) incurs Additional Costs based on or measured by the fact that such Borrower 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 Eurodollar Loans or Competitive Bid Loans at the Eurodollar Competitive Rate is incorporated in, determined as provided in this Agreement or conducts business in, a jurisdiction outside the United States category of America, such Borrower shall indemnify such extensions of credit or other assets of any Lender for such increased cost which includes Eurodollar Loans 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.Competitive Bid Loans at 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 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”), 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 (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 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. (ai) If Borrower shall pay to Agent, for Agent and so long the Ratable benefit of the Lenders, from time to time, as applicable, within twelve (12) Business Days after demand therefor by Agent, such amounts as each Recipient may reasonably determine to be sufficient to compensate such Recipient for any Revolving Credit Lender costs that such Recipient reasonably determines are attributable to its making or maintaining of any portion of the Loan or its obligation to make any portion of the Loan hereunder or, with respect to Agent, its obligation to administer the Loan hereunder, or any reduction in any amount receivable by such Recipient hereunder 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 each Recipient for any Regulatory Change (i) which affects similarly situated banks or financial institutions generally and is required not applicable to comply with reserve assetssuch Recipient primarily by reason of such Recipient’s particular conduct or condition and (ii) which: (A) subjects any Recipient to any Taxes (other than (1) Indemnified Taxes, liquidity(2) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (3) Connection Income 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 (B) imposes, modifies or deems applicable any monetary or other authority or regulation reserve (including pursuant to regulations issued from time to time by the Federal Reserve Bank for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D, as amended and in effect from time to time)), special deposit, compulsory loan, insurance charge or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such requirement imposed by Recipient, or any commitment of such Recipient (including, without limitation, the European Central Bank commitment of such Recipient hereunder); or (C) imposes any other condition affecting this Agreement or the European System Note (or any of Central Bankssuch extensions of credit or liabilities referred to in subdivision (2) above). (ii) Without limiting the effect of the provisions of clause (i) of this Section 2.05 (but without duplication) and subject to the provisions of Section 2.15, but excluding requirements reflected in the Statutory Reserve Rate) in respect 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 such Lender’s Eurocurrency Loans particular conduct or condition, any Lender incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of liabilities of such Lender that includes a category of extensions of credit or other assets of such Lender that includes the portion of the Loan evidenced by such ▇▇▇▇▇▇’s Note, then, if such Lender so elects by notice to Agent and Borrower, the obligation of such Lender to make or continue such portion of the Loan as a Term SOFR Loan or Daily Term SOFR Loan hereunder shall be suspended effective on the last day of the then current Interest Period, until such Regulatory Change ceases to be in any Alternative Currencyeffect and the portion of the Loan evidenced by such ▇▇▇▇▇▇’s Note shall, during such suspension, bear interest at the Reference Rate plus the Margin. (iii) Without limiting the effect of the foregoing provisions of this Section 2.05 (but without duplication), Borrower shall pay to each Lender from time to time on request such amounts as such Lender may require the relevant Borrower reasonably determine to pay, contemporaneously with each payment of interest on each of such Lender’s Eurocurrency Loans subject be necessary to such requirements, additional interest on such Loan at a rate per annum specified by compensate such Lender to be (or, without duplication, the cost to bank or bank holding company of which such Lender of complying with such requirements in relation to such Loan. (bis a subsidiary) 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 for any costs that it determines are attributable 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 maintenance by such Lender (with or any Applicable Lending Office or such parent bank or bank holding company of such Lender), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law) of any Governmental Authority (i) following any Regulatory Change or (ii) implementing any capital guideline or other requirement (whether or not having the force of law) applying to a copy class of banks including such Lender, hereafter issued by any government or governmental or supervisory authority implementing at the national level the provisions of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and/or the Basel Accord (including, without limitation, the various capital guidelines of the Federal Reserve Board (12 C.F.R. Part 208, Appendices 12 C.F.R. Part 225, Appendices), the various capital guidelines of the office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendices), and the Prompt Corrective Action provisions (12 C.F.R. Part 303)), of capital in respect of the commitment to lend or the Administrative Agent). A certificate Ratable Share of the Loan of such Lender claiming (such compensation under this paragraph and setting forth to include, without limitation, an amount equal to any reduction of the additional amount rate of return on assets or amounts to be paid to it hereunder (and the basis for the calculation equity of such amount Lender (or amountsany Applicable Lending Office or such parent bank or bank holding company of such Lender) to a level below that which such Lender (or any Applicable Lending Office or such parent bank or bank holding company of such Lender) could have achieved but for such law, regulation, interpretation, directive or request). For purposes of this Section 2.05, “Basel Accord” shall be conclusive mean the various recommendations for capital and liquidity standards issued by the Bank for International Settlement’s Basel Committee on Banking Supervision, including, without limitation, those recommendations known informally as “Basel I,” “Basel II,” and “Basel III,” as amended, modified and supplemented and in the absence of manifest error. This Section 2.28(c) shall not apply with respect effect from time to Taxestime or any replacement thereof.

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 the Agent 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 (other acquisition of funds by such Lender, or the amount any 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 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 actually incurred by such Lender is required that 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 capital of 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 officeany Person controlling such Lender) 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 such Lender for such increased cost or reduction within 15 days after demand by which such Lender (with a copy to or such Person) could have achieved but for such Regulatory Change (taking into consideration the Administrative Agent). A certificate policies 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 Person with respect to Taxescapital adequacy).

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If and so long ), the Borrower shall promptly pay to the Lender for the account of Lender from time to time such amounts as Lender may reasonably determine to be necessary to compensate Lender for any Revolving Credit costs incurred by Lender is required that it determines are attributable to comply with reserve assetsits making or maintaining of a LIBOR Loan or its obligation to make a LIBOR Loan hereunder, liquidity, cash margin any reduction in any amount receivable by Lender under this Agreement or any of the other requirements Loan Documents in respect of any monetary such LIBOR Loan or other authority or regulation (including any such requirement imposed by the European Central Bank obligation or the European System maintenance by Lender of Central Bankscapital in respect of its LIBOR Loan or its Commitments (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), but excluding requirements reflected in resulting from any Regulatory Change that: (i) subjects Lender to any Taxes under this Agreement or any of the Statutory Reserve Rate) other Loan Documents in respect of any of such Lender’s Eurocurrency Loans portions of the Loan or its Commitments (other than (A) Indemnified Taxes, (B) Taxes described 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. clauses (b) Any additional interest owed pursuant to paragraph through (ad) above shall be determined by of the relevant Lenderdefinition of Excluded Taxes and (C) Connection Income Taxes), which determination shall be conclusive absent manifest erroror (ii) imposes or modifies any reserve, and notified to special deposit or similar requirements (including without limitation, Regulation D of the relevant Borrower (with a copy to Board of Governors 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 Federal Reserve System or other similar reserve requirement applicable to any Revolving Credit Lender other category of making liabilities or maintaining any Revolving Credit 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 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 by any funds by, Lender (or its applicable lending officeparent corporation), or any commitment of Lender (including, without limitation, the Commitments of Lender hereunder) is reducedor (iii) by an amount deemed in good faith by such has or would have the effect of reducing the rate of return on capital of 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 such which Lender could have achieved but for such increased cost or reduction within 15 days after demand by such Lender Regulatory Change (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 taking into consideration 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 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 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 151 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. With respect to any Law, requirement, request, directive, or change affecting banking institutions generally: (a) If and so long as With respect to any Revolving Credit LIBOR Rate Borrowing or ABR Borrowing, if (i) any change in present Law or any future Law imposes, modifies, or deems applicable (or if compliance by 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 of any Tribunal results in) any such requirement that any reserves (including, without limitation, any marginal, emergency, supplemental, or special reserves) be maintained, and (ii) those reserves reduce any sums receivable by that Lender under this Agreement or increase the European Central Bank costs incurred by that Lender in advancing or maintaining any portion of any LIBOR Rate Borrowing, or ABR Borrowing, then (unless 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 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 upon demand. The provisions of such Lender’s Eurocurrency Loans 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 With respect to any Borrowing or LC, if any change in present Law or any 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, 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 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. The provisions of and undertakings and indemnification set forth in this paragraph shall survive the relevant Borrower (with a copy to satisfaction and payment of the Administrative Agent) at least five Business Days before each date on which interest is payable for the relevant Loan, Obligation and such additional interest so notified to the relevant Borrower by such Lender shall be payable to the Administrative Agent for the account termination of such Lender on each date on which interest is payable for such Loanthis Agreement. (c) If Any Taxes payable by Agent or any Lender or ruled (by a Tribunal) payable by 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 Agent or that Lender (2) franchise or similar taxes of the Agent or that Lender and (3) amounts requested to be withheld for Taxes pursuant to the last sentence of SECTION 3.19 and (ii) except for interest and penalties incurred as a result of the gross negligence or willful misconduct of Agent or any Revolving Credit Lender). Agent or that Lender (through 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 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 Each Borrower agrees to pay directly to each Lender from time to time within 15 days after request is made by such Lender and so long receipt by such Borrower of the certificate of such Lender described in Section 5.01(c) such amounts as such Lender may reasonably determine to be necessary to compensate such Lender 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 by the European Central Bank or the European System of Central Banks, but excluding requirements reflected increase in the Statutory Reserve Rate) costs that such Lender reasonably determines are attributable to its making or maintaining any Eurodollar Loans to such Borrower or its obligation to make any Eurodollar Loans hereunder to such Borrower by an amount such Lender deems to be material, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Lender’s Loans or such obligation (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 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 any jurisdiction in which such Lender has its principal office or such Applicable Lending Office or is subject to taxation other than as a result of the transactions contemplated by this Agreement); or (ii) imposes or modifies any reserve, special deposit or similar requirements (other than Eurocurrency Loans in Reserve Requirements) relating to any Alternative Currencyextensions 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 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 or any commitment of such Lender on each date on which interest is payable for (including, without limitation, the Commitment of such Loan. (c) Lender hereunder). If the cost to any Revolving Credit Lender of making or maintaining any Revolving Credit Loan to requests compensation from 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 Americaunder this Section 5.01(a), such Borrower shall indemnify such Lender for such increased cost or reduction within 15 days after demand 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 Loans to such Borrower of 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 Type with respect to Taxeswhich such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, 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 so requested. (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), each Borrower agrees to 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 increase in such costs that it reasonably determines to be material which 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

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 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 Costs of Making or Maintaining Eurodollar Loans. 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 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 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 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 to it hereunder in effect (and in which case the basis for provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the calculation right of such amount or amounts) shall be conclusive in -------- Lender to receive the absence of manifest error. This Section 2.28(c) shall not apply with respect to Taxescompensation so requested.

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 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 or its direct or indirect parent corporation could have achieved but for such increased cost Regulatory Change (taking into consideration such Lender’s 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 its direct 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 indirect parent corporation’s policies with respect to Taxescapital adequacy).