Common use of Additional Costs Clause in Contracts

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any Borrower the Borrowers under this Agreement (other than taxes imposed on the overall net income of the Bank any Lender or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, or any of the Commitments, the Notes or the AdvancesLoans or any Letter of Credit, and the result of any of the foregoing is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any LIBOR Loan Acceptance, or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender or the Agent, as the case may be, thereon, then the Borrowers shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate LIBOR Loan, such Bank Lender or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate LIBOR Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the Borrowersrelevant Borrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11prima facie evidence thereof. (b) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Agent to be material, then the Borrowers shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such BankLender's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent to the Borrowersrelevant Borrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11prima facie evidence thereof.

Additional Costs. (a) In the event that any applicable law, treatytreaty or other international agreements, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any the Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, or any of the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Loan Eurodollar Rate Advance or to reduce the amount of any sum receivable by any Bank or the Agent, as the case may be, thereon, then the Borrowers Borrower shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Eurodollar Rate LoanAdvance, such Bank or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Eurodollar Rate LoanAdvance. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's Loans or obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers Borrower shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.obligations

Additional Costs. (a) In the event that on or after the date hereof, the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) directly affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank any Lender or the Agent, by the jurisdiction, or by by, any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes Notes, the Loans or the Advancesany Letters of Credit, and the result of any of the foregoing (i.e., (i), (ii) or (iii)) is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any LIBOR Loan or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender or the Agent, as the case may be, thereon, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate LIBOR Loan, such Bank Lender or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate LIBOR Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that on or after the date hereof, the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Agent to be material, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such BankLender's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank error in computation. (c) Each Lender will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to which compensation pursuant to this Section 3.7(b) may apply from time and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not in the judgment of such Lender be otherwise disadvantageous to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11such Lender or contrary to its policies.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In If the event that adoption of or any applicable change in any law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or in any interpretation interpretation, application or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any directive of any such authority (whether or not having the force of law)) made subsequent to the Effective Date, shall (i) affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any a Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank Lender or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal officeoffice or is otherwise advancing or booking any Loan hereunder), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank Lender or the Agent, thereon, then the Borrowers such Borrower shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank Lender or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank Lender or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers such Borrower a statement setting forth (i) such increased cost or reduced sum receivable as such Bank Lender or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the Borrowerssuch Borrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In If the event that adoption of or any applicable change in any law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or in any interpretation or administration thereof by any governmental authority charged with the interpretation interpretation, application or administration thereof, or compliance by any Bank Lender or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelinesguidelines made subsequent to the Effective Date, affects the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Agent's obligations hereunder to any Borrower and such increase has the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Agent to be material, then the Borrowers such Borrower shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such BankLender's or the Agent's obligations hereunder. Each Bank Lender or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers each such Borrower a statement setting forth (i) such increased cost or reduced sum receivable as such Bank Lender or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent to the Borrowerssuch Borrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank error in computation. (c) Each Lender will promptly notify the affected Borrower and the Agent of any event of which it has actual knowledge occurring after the date hereof which will entitle to which such Lender to compensation pursuant to this Section 3.7(b) may apply from time 3.7 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11such Lender or contrary to its policies.

Additional Costs. If any change in law or governmental rule, regulation or order, or in the interpretation, administration or application thereof (a) In including the event that adoption of any applicable lawnew law or governmental rule, treaty, rule regulation or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agentorder), or any interpretation determination of a court or administration thereof by any governmental authority charged with central bank or Governmental Authority, in each case that becomes effective after the interpretation or administration thereofdate hereof, or compliance by any Bank or the Agent a Lender (at its applicable lending office) with any guideline, request or directive of issued or made after the date hereof by any such authority central bank or Governmental Authority (whether or not having the force of law) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agentspecial deposit, by the jurisdictioncompulsory loan, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit FDIC insurance or similar requirement against assets ofheld by, or deposits with in or for the account of, or advances or loans by, or other credit extended by by, such Lender (other than any Bank such reserve or the Agent, as the case may be, or (iii) shall impose any other condition requirements with respect to this Agreement, LIBO Rate Loans that are reflected in the Commitments, the Notes or the Advancesdefinition of LIBO Rate), and the result of any of the foregoing is to increase the cost to any Bank or the Agentsuch Lender of agreeing to make, as the case may be, of making, funding making or maintaining any Loan its Loans hereunder or to reduce the any amount of any sum received or receivable by such Lender (or its applicable lending office) with respect thereto (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), then, in any Bank or the Agentsuch case, thereon, then the Borrowers Continental shall pay to such Bank Lender, promptly after receipt of the statement referred to in the next sentence, such additional amount or amounts (in the Agentform of an increased rate of, or a different method of calculating, interest or otherwise as the case such Lender shall reasonably determine) as may be, from time be necessary to time, upon request by compensate such Bank Lender for any such Additional Costs. Such Lender shall deliver to Continental (with a copy of such request to be provided to the Administrative Agent) or the Agenta written statement, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the basis for calculating the additional amounts requested. Such owed to such Lender or under this Section 2.12(a), which statement as to the amount shall be prima facie evidence of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or additional amounts. If the Agent, as adoption after the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that date hereof of any applicable law, treaty, rule or regulation (whether domestic or foreignany provision thereof) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generallyregarding capital adequacy, or any change after the date hereof in any existing interpretation or administration thereof by the National Association of Insurance Commissioners, any governmental authority Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive promulgation after the date hereof of any such authority guidelines, request or directive regarding capital adequacy (whether or not having the force of law)) of the National Association of Insurance Commissioners, including any risk-based capital guidelinessuch Governmental Authority, affects the amount of capital required central bank or expected to be maintained by such Bank comparable agency, has or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has would have the effect of reducing the rate of return on the capital of a Lender or any corporation controlling such Bank's or the Agent's (or such controlling corporation's) capital Lender as a direct consequence of such obligations hereunder Lender's Loans held by such Lender to a level below that which such Bank Lender or the Agent (or any corporation controlling such controlling corporation) Lender could have achieved but for such circumstances adoption, change or promulgation (taking into consideration its the policies of such Lender or such controlling corporation with respect regard to capital adequacy) by an amount deemed by such Bank or the Agent to be material), then from time to time, promptly after receipt by Continental from such Lender of the Borrowers statement referred to in the next sentence, Continental shall pay to such Bank Lender such additional amount or amounts as will compensate such Lender or such controlling corporation on an after-tax basis for such reduction. Such Lender shall deliver to Continental (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis of the calculation of such additional amounts, which statement shall be prima facie evidence of such additional amounts. Any affected Lender shall notify Continental of any event occurring after the date of this Agreement entitling such Lender to compensation under Section 2.12(a) or (b), as the case may be, as promptly as practicable, but in any event within 90 days, after such Lender obtains actual knowledge thereof; provided that if such Lender fails to give such notice within 90 days after the occurrence of the event that gives rise to such right to compensation, such Lender shall, with respect to any costs resulting from time such event, only be entitled to time, upon request by such Bank (with a copy of such request to be provided to the Agentpayment under Section 2.12(a) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agentb), as the case may be, seeking compensation hereunder shall deliver for costs incurred from and after the date 90 days prior to the Borrowers a statement setting forth date that such Lender does give such notice. Continental shall not be required to make payments to such Lender under Section 2.12(a) or (i) such increased cost or reduced sum receivable as such Bank or the Agentb), as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as hereof to the amount of extent the claim thereunder arises from the undercapitalization or other like circumstances peculiar to such compensationLender or to the extent arising from such Lender's failure to comply with applicable law, prepared in good faith and in reasonable detail by rule or regulation (or interpretation or administration thereof). Any such Bank Lender shall not seek compensation under Section 2.12(a) or the Agent(b), as the case may be, and submitted by such Bank or the Agent if it shall not be also generally be seeking compensation (if it should be so entitled) against similar costs pursuant to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents other comparable contractual provisions in accordance agreements with Section 3.11other borrowers.

Additional Costs. (a) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (ia) affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank any Lender or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal office), or (iib) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iiic) shall impose any other condition with respect to this Agreement, or any of the Commitments, the Notes or the AdvancesLoans or any Letter of Credit, and the result of any of the foregoing is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any Eurodollar Rate Loan or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender or the Agent, as the case may be, thereon, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Eurodollar Rate Loan, such Bank Lender or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Eurodollar Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest errorerror in computation. Any Bank to which No Lender shall charge any amount under this Section 3.7(a) may apply from time unless it is charging other borrowers similar to time may be removed from the transactions evidenced Company, as reasonably determined by the Loan Documents in accordance with Section 3.11such Lender, such similar amounts if allowed. (b) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material), then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.reasonably

Additional Costs. (a) In If, after the event that Effective Date, and as a result of the adoption of any applicable law, treatyregulation, rule treaty or regulation (whether domestic official directive or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority request (whether or not having the force of law)) or any change therein or any introduction thereof (which such change or introduction is publicly announced through official governmental, regulatory or other customary means after the Effective Date) or compliance therewith by the Borrower, the Administrative Agent or any Lender (or any corporation Controlling such Lender) including those relating to taxation, reserves, special deposit, cash ratio, liquidity, capital adequacy or Eurocurrency Liabilities, if applicable, or other requirement or any other form of banking or monetary requirements or controls, any of the following shall occur: (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, Lender of making, funding or maintaining its Loans is increased by an amount determined by such Lender to be material; or (ii) any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request Lender is reduced by an amount determined by such Bank (with a copy of such request Lender to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, material as the case may be, for such increased cost or reduced sum receivable to the extent, in the case a result of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and maintaining its Loans; or (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's Lender’s (or such controlling its Controlling corporation's’s) capital is reduced as a consequence of such its obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) Lender could have achieved but for such circumstances adoption, change or introduction (taking into consideration its such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent Lender to be material; in the case of each of clauses (i), (ii) and (iii) other than any increase in or incurrence of cost, reduction in yield or other return or additional payment resulting from Excluded Taxes, then the Borrowers shall pay to and in each such Bank case: (A) such Lender or the Agent, as Administrative Agent (an “Affected Party”) shall notify the case may be, Borrower through the Administrative Agent in writing of such event promptly upon its becoming aware of the event entitling it to make a claim; and (B) within a reasonable period (not exceeding 15 Business Days) following any demand from time to time, upon request time by such Bank Affected Party through the Administrative Agent (with a copy contemporaneously sent to the Borrower), the Borrower shall pay to the Administrative Agent, for the account of such request to be provided to the Agent) or the AgentAffected Party, additional amounts sufficient to such amount as shall compensate such Bank Affected Party for such increased cost, reduced amount receivable or the Agent (or such controlling corporation) for any reduced reduction in rate of return which (excluding anticipated profits unrelated to those measured by the Applicable Margin, the Default Rate, if applicable, and the Commitment Fee). The certificate of such Bank or Affected Party specifying the Agent reasonably determines to amount of such compensation shall be allocable conclusive save in the case of manifest error. (b) If an Affected Party shall request compensation under this Section 3.3, such Affected Party shall furnish to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers Borrower a statement setting forth the basis for requesting such compensation. (ic) The covenants and agreements set forth in this Section 3.3 shall survive the termination of this Agreement and the payment of the outstanding Loans. Failure or delay on the part of any Affected Party to demand compensation pursuant to this Section 3.3 shall not constitute a waiver of such increased cost or reduced sum receivable as such Bank or Affected Party’s right to demand compensation; provided that the AgentBorrower shall not be required to compensate an Affected Party, as applicable, pursuant to this Section 3.3 for any increased costs or reductions incurred more than 90 days prior to the case may be, has calculated in good faith, (ii) a description date that such Affected Party notifies the Borrower of the event giving rise thereto, to such increased costs or reductions and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensationAffected Party’s intention to claim compensation therefor; and provided further that, prepared in good faith and in reasonable detail by if the event giving rise to such Bank increased costs or reduction is retroactive, then the Agent, as the case may be, and submitted by such Bank or the Agent 90 day period referred to the Borrowers, above shall be conclusive and binding for all purposes absent manifest error. Any Bank extended to which this Section 3.7(b) may apply from time to time may be removed from include the transactions evidenced by the Loan Documents in accordance with Section 3.11period of retroactive effect thereof.

Additional Costs. (a) In If the event Agent shall determine in good faith that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter Governmental Regulation not presently in effect and whether or not presently applicable to any Bank or the AgentLender, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent Lender with any new guideline, request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent Lender of any amounts payable by any the Borrower under this Agreement or any other Loan Documents (other than taxes imposed on the overall net income of the Bank or the AgentLender, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, Lender has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may beLender, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans, and the result of any of the foregoing is to increase by an amount deemed by the cost Agent to any Bank be material the costs to the Lenders of providing their Commitments or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce by an amount deemed by the Agent to be material the amount of any sum receivable by any Bank or the Lenders under this Agreement, then the Borrower shall pay to the Agent, thereon, then for the Borrowers shall pay to such Bank or pro rata benefit of the Agent, as the case may beLenders, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, such additional amounts as are sufficient to compensate such Bank or the Agent, as the case may be, Lenders for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loanreceivable. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Agent and submitted by such Bank or the Agent, as the case may be, Agent to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In If the event Agent shall determine in good faith that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter Governmental Regulation not presently in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generallyLenders, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent Lenders with any new guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Agent Lenders (or any corporation controlling such Bank or the AgentLenders) and such Bank or the Agent, as the case may be, Agent determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's Lenders’ obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's Lenders’ (or such controlling corporation's’s) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent Lenders (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers Borrower shall pay to such Bank or the Agent, as for the case may bepro rata benefit of the Lenders, from time to time, upon request within fifteen (15) days after demand by such Bank (with a copy of such request to be provided to the Agent) or the Agent, such additional amounts as are sufficient to compensate such Bank or the Agent Lenders (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's Lenders’ obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Agent and submitted by such Bank or the Agent to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which error in computation. (c) The provisions of this Section 3.7(b) may 3.01 shall apply from time only to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11LIBOR Rate Loans and not Base Rate Loans.

Additional Costs. (a) In If, in the event that determination of Lender, any applicable “law,” which expression, treatyas used in this Section 2.10(a), rule or regulation (whether domestic or foreign) now or hereafter in effect includes statutes, rules and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration regulations thereunder and interpretations thereof by any competent court or by any governmental authority or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or administration thereoffrom time to time hereafter made upon or otherwise issued to Lender or any Lending Affiliate by any central bank or other fiscal, monetary, or compliance by any Bank or the Agent with any directive of any such other authority (whether or not having the force of law)) adopted, shall becoming effective, or any change in the interpretation or administration thereof, in each case after the date hereof, shall: (i) affect the basis of taxation of payments subject Lender or any Lending Affiliate to any Bank tax, levy, impost, duty, charge, fee, deduction or the Agent withholding of any amounts payable by nature with respect to any Borrower under this Agreement Loan (other than taxes imposed on or measured by the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal officeLender), or (ii) shall imposechange the taxation of payments to Lender of principal or interest on or any other amount relating to the Loan (other than taxes imposed on or measured by the overall net income or capital of Lender and doing business and franchise taxes), modify or deem (iii) impose or increase or render applicable any reservespecial deposit, special deposit assessment, insurance charge, reserve or liquidity or other similar requirement (whether or not having the force of law) against assets ofheld by, or deposits with in or for the account of, or credit extended loans by Lender or any Bank or the Agent, as the case may beLending Affiliate, or (iiiiv) shall impose on Lender or any Lending Affiliate any other condition conditions or requirements with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans, and the result of any of the foregoing is is: (x) to increase the cost to any Bank or the Agent, as the case may be, Lender of making, funding or maintaining any Loan the Loans, or (y) to reduce the amount of any sum receivable by any Bank principal, interest or the Agent, thereon, then the Borrowers shall pay other amount payable to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation Lender hereunder on account of the Loans, or (z) to require Lender to make any payment or to forego any interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agentother sum payable under this Agreement, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise theretothen, and in each such case, Borrower shall, within ten (iii10) days of a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith demand made by Lender at any time and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as often as the case occasion therefor may bearise, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to Lender such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts as will be sufficient to compensate such Bank or the Agent Lender (or such controlling corporationincluding lost profits) for any reduced rate of return which such Bank additional cost, reduction, payment or the Agent reasonably determines to be allocable to the existence of such Bank's foregone interest or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11other sum.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agenteffect, or any interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof, or compliance by the Administrative Agent or any Bank or of the Agent Lenders with any request or directive of any such authority (whether or not having the force of law), shall (ia) affect the basis of taxation of payments to the Administrative Agent or any Bank or of the Agent Lenders of any amounts payable by the Company for Revolving Credit Obligations or any Borrower advance under this Agreement (other than taxes imposed on the overall net income of the Bank Administrative Agent or any of the Agent, Lenders by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which the Administrative Agent or any Bank or of the Agent, as the case may be, Lenders has its principal office), or (iib) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Administrative Agent or any Bank or of the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLenders, and the result of any of the foregoing is to increase the cost to the Administrative Agent or any Bank or of the Agent, as the case may be, Lenders of making, funding making or maintaining the Revolving Credit Obligations or any Loan or advance hereunder, to reduce the amount of any sum receivable by the Administrative Agent or any Bank of the Lenders thereon, or to reduce the rate of return on the Administrative Agent, thereon's or any Lender's capital, then the Borrowers Company shall pay to the Administrative Agent or such Bank or the AgentLender, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Administrative Agent, additional amounts sufficient to compensate the Administrative Agent or such Bank or the AgentLender, as the case may be, for such increased cost or cost, reduced sum receivable or reduced rate of return to the extent, in extent the case of Administrative Agent or any Eurocurrency Rate Loan, such Bank or the AgentLender, as the case may be, is not compensated therefor in the computation of the interest rate rates applicable to such Eurocurrency Rate Loanthe Revolving Loans. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A detailed statement as to the amount of such increased cost cost, reduced sum receivable or reduced sum receivablerate of return, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank the Administrative Agent or the Agentany Lender, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes relative hereto, absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agenteffect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by the Administrative Agent or any Bank or of the Agent Banks with any request or directive of any such authority (whether or not having the force of law) (each of the foregoing being referred to as a "Regulatory Requirement"), shall (ia) affect the basis of taxation of payments to the Administrative Agent or any Bank or of the Agent Banks of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank Administrative Agent or any of the Agent, Banks by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which the Administrative Agent or any Bank or of the Agent, as the case may be, Banks has its principal office), or (iib) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Administrative Agent or any Bank or of the Agent, as the case may beBanks, or (iiic) shall impose any other condition condition, requirement or charge with respect to this Agreement, the Commitments, the Notes Agreement or the AdvancesLoans (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which the Administrative Agent or any of the Banks allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing is to increase the cost to the Administrative Agent or any Bank or of the Agent, as the case may be, Banks of making, funding making or maintaining the Loans or any Loan or advance thereunder, to reduce the amount of any sum receivable by the Administrative Agent or any Bank or of the Agent, Banks thereon, or to reduce the rate of return on the Administrative Agent's or any of the Banks' capital, then provided such Regulatory Requirement is then being applied or directed to all banks or to a class of banks, and not just to one or more banks as a result of their non-compliance with existing laws, treaties, rules or regulations, or existing directive of an authority interpreting or administering the Borrowers same, the Company shall pay to such Bank the Administrative Agent or any of the AgentBanks, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) Administrative Agent or any of the AgentBanks, additional amounts sufficient to compensate such Bank the Administrative Agent or any of the AgentBanks, as the case may be, for such increased cost or cost, reduced sum receivable or reduced rate of return (collectively, "Reduced Earnings") to the extent, in extent the case Administrative Agent or any of any Eurocurrency Rate Loan, such Bank or the AgentBanks, as the case may be, is not compensated therefor in the computation of the interest rate rates applicable to the Loans, and provided such Eurocurrency Rate Loan. Each Bank Reduced Earnings are not the result of a decline in the economic performance of the Administrative Agent or any of the AgentBanks, as the case may be, seeking compensation hereunder shall deliver to the Borrowers not resulting from a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedRegulatory Requirement. Such A detailed statement as to the amount of such increased cost cost, reduced sum receivable or reduced sum receivablerate of return, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank the Administrative Agent or any of the AgentBanks, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes relative hereto, absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In If the event that adoption of or any applicable change in any law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or in any interpretation interpretation, application or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any directive of any such authority (whether or not having the force of law)) made subsequent to the Effective Date, shall (i) affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank Lender or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank Lender or the Agent, thereon, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank Lender or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank Lender or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers Company a statement setting forth (i) such increased cost or reduced sum receivable as such Bank Lender or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In If the event that adoption of or any applicable change in any law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or in any interpretation or administration thereof by any governmental authority charged with the interpretation interpretation, application or administration thereof, or compliance by any Bank Lender or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelinesguidelines made subsequent to the Effective Date, affects the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Agent to be material, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such BankLender's or the Agent's obligations hereunder. Each Bank Lender or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers Company a statement setting forth (i) such increased cost or reduced sum receivable as such Bank Lender or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank error in computation. (c) Each Lender will promptly notify the Company and the Agent of any event of which it has actual knowledge occurring after the date hereof which will entitle to which such Lender to compensation pursuant to this Section 3.7(b) may apply from time 3.7 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11such Lender or contrary to its policies.

Additional Costs. (a) In the event that If any change in applicable law, treaty, rule regulation, guideline or regulation directive (whether domestic or foreign) including, without limitation, Regulation D promulgated by the Board of Governors of the Federal Reserve System as now or and from time to time hereafter in effect and whether effect) or not presently applicable to any Bank new law, treaty, regulation, guideline or the Agentdirective, or any interpretation or administration thereof of any of the foregoing by any governmental authority charged with the administration or interpretation thereof or administration thereofany central bank or other fiscal, monetary or other authority having jurisdiction over the Bank, or compliance by any Participating Bank or the Agent with any directive of any such authority transactions contemplated by this Agreement (whether or not having the force of law), shall ) shall: (i) affect subject the basis of taxation of payments Bank or any Participating Bank to any tax, charge, fee, deduction or withholding of any kind with respect to any Direct Pay Letter of Credit, this Agreement, or the other Loan Documents, or any amount paid or to be paid by the Bank or any Participating Bank as the Agent issuer of any amounts payable by any Borrower under this Agreement Direct Pay Letter of Credit (other than taxes imposed on any tax measured by or based upon the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal officea Participating Bank), or ; (ii) shall impose, modify or deem applicable any reserve, premium, special deposit or similar requirement requirements against any assets ofheld by, deposits with or for the account of, or loans, letters of credit extended by any or commitments by, an office of the Bank or the Agent, as the case may be, or any Participating Bank; (iii) shall change the basis of taxation of payments due the Bank or any Participating Bank under this Agreement, any Direct Pay Letter of Credit or the other Loan Documents (other than a change in taxation of the overall net income of the Bank or a Participating Bank); or (iv) impose upon the Bank or any Participating Bank any other condition with respect to such amount paid or payable to or by the Bank or any Participating Bank or with respect to this Agreement, the Commitments, the Notes any Direct Pay Letter of Credit or the Advances, other Loan Documents; and the result of any of the foregoing is to increase the cost to any the Bank or the Agentany Participating Bank of agreeing to issue, as the case may beissuing, of making, funding making any payment under or maintaining this Agreement, any Direct Pay Letter of Credit or any other Loan Document, or to reduce the amount of any sum payment (whether of principal, interest or otherwise) receivable by the Bank or any Participating Bank or to require the Bank or any Participating Bank to make any payment on or calculated by reference to the gross amount of any sum received by it, in each case by an amount which the Bank or such Participating Bank in its reasonable judgment deems material, then: (1) the Bank shall promptly notify the Borrower in writing of the happening of such event; (2) the Bank shall promptly deliver to the Borrower a certificate stating the change which has occurred or the reserve requirements or other costs or conditions which have been imposed on the Bank or a Participating Bank or the Agentrequest, thereondirection or requirement with which it has complied together with the date thereof, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost cost, reduction or reduced sum receivablepayment and the way in which such amount has been calculated, prepared in good faith including a reasonably detailed calculation and in reasonable detail by the Bank's determination of such Bank amounts, absent fraud or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowersmanifest error, shall be conclusive and binding for all purposes absent manifest error. Any Bank conclusive; and (3) the Borrower shall pay to which this Section 3.7(a) may apply the Bank, from time to time may be removed as specified by the Bank, such an amount or amounts as will compensate the Bank or such Participating Bank for such additional cost, reduction or payment, together with interest on such amount from the transactions evidenced by date of demand therefor at the Loan Documents in accordance with Section 3.11Default Rate. (b) In addition to the event foregoing, if after the date hereof the Bank or any Participating Bank shall have determined that the adoption of any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generallyregarding capital adequacy, or any interpretation change therein, or any change in the interpretation, implementation or administration thereof by any governmental authority Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, implementation or administration thereof, or compliance by any the Bank or the Agent any Participating Bank with any request or directive of any such authority regarding capital adequacy (whether or not having the force of law)) of any such authority, including central bank or comparable agency, has or would have the effect of reducing the rate of return on the capital of the Bank or any risk-based Participating Bank to a level below that which the Bank or such Participating Bank could have achieved but for such adoption, change or compliance (taking into consideration the policies of the Bank or such Participating Bank with respect to capital guidelinesadequacy) by an amount deemed by the Bank or such Participating Bank to be material, or affects or would affect the amount of capital required or expected to be maintained by such the Bank or the Agent (any Participating Bank or any corporation controlling such the Bank or any Participating Bank by an amount deemed by the Agent) Bank or such Participating Bank to be material, as a consequence of its obligations hereunder or under any Direct Pay Letter of Credit or other Loan Document, then from time to time the Borrower shall be obligated to pay or cause to be paid to the Bank such additional amount or amounts as will compensate the Bank or such Participating Bank for such reduction or capital increase with respect to any period for which such reduction or capital increase was incurred upon demand by the Bank, together with interest on such amount for each day from such date of demand until payment in full at the Default Rate. A certificate setting forth in reasonable detail such reduction in the rate of return on capital, or such capital increase, of the Bank or a Participating Bank as a result of any event mentioned in this paragraph shall be submitted by the Bank to the Borrower, and such certificate shall, in the absence of manifest error, be conclusive as to the amount thereof. (c) Notwithstanding anything in this Section to the contrary, if such costs are to be incurred on a continuing basis and the Bank shall so notify the Borrower in writing as to the amount thereof, such costs shall be paid by the Borrower to the Bank monthly in arrears. The Bank shall use a reasonable method of allocation or attribution to equitably apportion any increased costs or reduction in the rate of return on capital among all of its customers so affected. (d) The protection of this Section shall be available to the Bank and the Participating Banks, regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition which has been imposed; provided, however, that if it shall be later determined that any amount so paid by the Borrower pursuant to this Section is in excess of the amount payable under the provisions hereof, the Bank or the Agentsuch Participating Bank, as the case may be, determines that the shall refund such excess amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, Borrower as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable soon as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11practicable.

Additional Costs. If any present or future applicable law (a) In the event that any applicable law"Applicable Law"), treatywhich expression as used herein includes statutes, rule or regulation (whether domestic or foreign) now or hereafter in effect rules and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration regulations thereunder and interpretations thereof by any competent court or by any governmental authority or other regulatory body or official charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with interpretation thereof and requests, directives, instructions and notices at any directive of any such authority (whether time or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule hereafter made upon or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable otherwise issued to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof Lender by any governmental authority charged with the interpretation central bank or administration thereofother fiscal, monetary or compliance by any Bank or the Agent with any directive of any such other authority (whether or not having the force of law), including without limitation any risk-based capital guidelineschange according to a prescribed schedule of increasing requirements, affects whether or not known or in effect as of the date hereof, shall with respect to any amounts outstanding under the Credit Facility, or undertakings of the Lender under this Agreement (i) subject the Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or undertakings of the Lender hereunder or the payment to the Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Lender of the principal of or interest on any amounts payable to the Lender hereunder, or (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or advances by the Lender in respect of the transactions contemplated herein, or (iv) impose on the Lender any other condition or requirement with respect to this Agreement, the Credit Facility or advances thereunder, and the result of any of the foregoing is (A) to increase the cost to the Lender of making, funding or maintaining all or any part of the Credit Facility or advances thereunder, or (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by such Bank the Lender hereunder, or (C) to require the Lender to make any payment or the Agent (to forego any interest or any corporation controlling such Bank or the Agent) and such Bank or the Agentother sum payable hereunder, as the case may be, determines that the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Lender from the Borrower hereunder, then, and in each such capital is increased case not otherwise provided for hereunder, the Borrower will upon demand promptly following Lender's notice to the Borrower and the Lender pertaining to such matters accompanied by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be materialcalculations thereof in reasonable detail, then the Borrowers shall pay to the Lender such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts as will be sufficient to compensate it for such Bank additional cost, reduction, payment or foregone interest or other sum; provided that the Agent (foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or such controlling corporation) for foregone interest or other sum resulting from any reduced rate of return which such Bank taxes charged upon or the Agent reasonably determines to be allocable by reference to the existence of such Bank's overall net income, profits or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description gains of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11Lender.

Additional Costs. (a) In Notwithstanding anything herein to the event that contrary, if any applicable law, treaty, rule or regulation Change in Law shall: (whether domestic or foreigni) now or hereafter in effect and whether or not presently applicable subject Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement, the other Loan Documents, or the AgentLoan (other than taxes based upon or measured by the gross receipts, income or profits of such Lender or its franchise tax), or (ii) materially change the basis of taxation (except for changes in taxes on gross receipts, income or profits or its franchise tax) of payments to Lender of the principal of or the interest on the Loan or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank other amounts payable to Lender under this Agreement or the Agent with other Loan Documents, or (iii) impose or increase or render applicable any directive of any such authority special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of law and which are not already reflected in any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdictionhereunder) against assets held by, or by any political subdivision or taxing authority of any such jurisdiction, deposits in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may beloans by, or commitments of an office of Lender, or (iiiiv) shall impose on Lender any other condition conditions or requirements with respect to this Agreement, the Commitmentsother Loan Documents, the Notes Loan, or any class of loans or commitments of which any of the Advances, and Loan forms a part; and (b) the result of any of the foregoing is scenarios as set forth in clauses (a)(i) through (iv) above is: (i) to increase the cost to any Bank or the Agent, as the case may be, Lender of making, funding funding, issuing, renewing, extending or maintaining any Loan or the Loan, or (ii) to reduce the amount of principal, interest or other amount payable to Lender hereunder on account of the Loan, or (iii) to require 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 calculated by reference to the gross amount of any sum receivable or deemed received by (or on behalf of) such Lender from Borrower hereunder, then, and in each such case, Borrower will (and as to clauses (a)(i) and (a))(ii) above, subject to the provisions of Section 2.2.4 hereof), within thirty (30) days of demand made by (or on behalf of) such Lender at any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, time and from time to timetime and as often as the occasion therefor may arise, upon request by pay to (or on behalf of) such Bank (with a copy of Lender such request additional amounts as such Lender shall determine in good faith to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, Lender for such increased cost additional cost, reduction, payment or reduced sum receivable to the extentforegone interest or other sum, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the provided that Lender shall provide a computation of the interest rate applicable same to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11Borrower. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any the Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers Borrower shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers Borrower a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers Borrower shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers Borrower a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any error in computation. (c) The Borrower shall have no obligation to compensate any Bank with respect to which amounts provided in this Section 3.7(b) may apply from time 3.6 with respect to time may be removed from any period prior to the transactions evidenced by date which is 90 days prior to the Loan Documents in accordance with Section 3.11date such Bank delivers its written statement hereunder requesting compensation.

Additional Costs. (a) In the event that Etc. If any applicable lawpresent or future Applicable Law, treatywhich --------------------- expression, rule or regulation (whether domestic or foreign) now or hereafter in effect as used herein, includes statutes, rules and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration regulations thereunder and interpretations thereof by any competent court or by any governmental authority or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or administration thereoffrom time to time hereafter made upon or otherwise issued to the Lessor, or compliance by any Bank Lender or the Agent with by any directive of any such central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall in the case of any Funded Amount or any Commitment: (i) affect subject the Lessor, any Lender or the Agent to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Master Agreement, the other Operative Documents, such Funding Party's Commitment or the Funded Amounts (other than taxes based upon or measured by the income or profits of the Lessor, such Lender or the Agent), or (ii) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Lessor or any Bank Lender of the principal of or the interest on any Funded Amount or any other amounts payable to the Lessor, any Lender or the Agent of any amounts payable by any Borrower under this Master Agreement or any of the other Operative Documents, or (iii) impose or increase or render applicable (other than taxes imposed on to the overall net income extent specifically provided for elsewhere in this Master Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of the Bank or the Agent, by the jurisdictionlaw) against assets held by, or by any political subdivision or taxing authority of any such jurisdiction, deposits in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or loans or letters of credit extended by by, or commitments of, any Bank office of the Lessor or any Lender, or (iv) impose on the Lessor, any Lender or the Agent, as the case may be, or (iii) shall impose Agent any other condition conditions or requirements with respect to this Master Agreement, the Commitmentsother Operative Documents, the Notes Funded Amounts, any such Funding Party's Commitment, or any class of commitments, letters of credit or loans of which any of the AdvancesFunded Amounts, or such Funding Party's Commitment forms a part, and the result of any of the foregoing is is (1) to increase the cost to the Lessor or any Bank Lender of making, funding, issuing, renewing, extending or maintaining any of the Funded Amounts or such Funding Party's Commitment, or (2) to reduce the amount of principal, interest, fees, or other amount payable to the Lessor, such Lender or the Agent hereunder on account of such Funding Party's Commitment or any of the Funded Amounts, or (3) to require the Lessor, such Lender or the Agent to make any payment or to forego any interest, principal, Yield or other sum payable hereunder, the amount of which payment or foregone interest or Yield, principal or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Lessor, such Lender or the Agent from the Lessee hereunder, then, and in each such case, the Lessee will, within five (5) days following demand made by the Lessor, such Lender (through the Agent) or, as the case may be, of makingthe Agent at any time and from time to time and as often as the occasion therefor may arise, funding or maintaining any Loan or pay to reduce the amount of any sum receivable by any Bank Lessor or the Agent for the respective accounts of the Lenders or for the Agent's own account such additional amounts as will be sufficient to compensate the Lessor, thereon, then the Borrowers shall pay to such Bank Lender or the AgentAgent for such additional cost, reduction, payment or foregone interest, principal or other sum. Each Funding Party or, as the case may be, from time to timethe Agent shall give the Lessee prompt notice of any event causing such additional cost, upon request by reduction, payment or foregone interest, Yield or other sum; provided, however, that if such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the AgentFunding -------- ------- Party or, as the case may be, for such increased cost the Agent shall fail to notify the Lessee or reduced sum receivable to make demand within one hundred twenty (120) days following the extent, in the case occurrence of any Eurocurrency Rate Loansuch event, such Bank or the AgentFunding Party or, as the case may be, is the Agent shall not compensated therefor in the computation of the interest rate applicable be entitled to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver claim any additional amounts pursuant to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation7.5(a) for any reduced rate of return period ending on a date which is prior to one hundred -------------- twenty (120) days before such Bank notification or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11demand.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agenteffect, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by the Administrative Agent or any Bank or of the Agent Banks with any request or directive of any such authority (whether or not having the force of law), shall (ia) affect the basis of taxation of payments to the Administrative Agent or any Bank or of the Agent Banks of any amounts payable by any Borrower the Company for advances under this Agreement (other than taxes imposed on the overall net income of the Bank Administrative Agent or any of the Agent, Banks by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which the Administrative Agent or any Bank or of the Agent, as the case may be, Banks has its principal office), or (iib) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Administrative Agent or any Bank or of the Agent, as the case may beBanks, or (iiic) shall impose any other condition condition, requirement or charge with respect to this Agreement, the Commitments, the Notes Agreement or the AdvancesLoans (including, without limitation, any capital adequacy requirement, any requirement which affects the manner in which the Administrative Agent or any of the Banks allocates capital resources to its commitments or any similar requirement), and the result of any of the foregoing is to increase the cost to the Administrative Agent or any Bank or of the Agent, as the case may be, Banks of making, funding making or maintaining the Loans or any Loan or advance thereunder, to reduce the amount of any sum receivable by the Administrative Agent or any Bank of the Banks thereon, or to reduce the rate of return on the Administrative Agent, thereon's or any of the Banks' capital, then the Borrowers Company shall pay to such Bank the Administrative Agent or any of the AgentBanks, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Administrative Agent, additional amounts sufficient to compensate such Bank the Administrative Agent or any of the AgentBanks, as the case may be, for such increased cost or cost, reduced sum receivable or reduced rate of return to the extent, in extent the case Administrative Agent or any of any Eurocurrency Rate Loan, such Bank or the AgentBanks, as the case may be, is not compensated therefor in the computation of the interest rate rates applicable to such Eurocurrency Rate Loanthe Loans. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A detailed statement as to the amount of such increased cost cost, reduced sum receivable or reduced sum receivablerate of return, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank the Administrative Agent or any of the AgentBanks, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes relative hereto, absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In Notwithstanding any conflicting provisions of this Agreement to the event that contrary, if any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter not in effect and whether as of the date hereof shall (i) subject Agent or not presently applicable any Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or the Agentwithholding of any nature with respect to any Loan, or Letter of Credit, this Agreement, any Note, or any interpretation of the other Loan Documents or administration thereof the payment by Borrower of any governmental authority amounts payable to Agent or any Lender hereunder or thereunder (other than taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender or taxes charged with respect to any Lender's failure to comply with SECTION 2.22 hereof); or (ii) materially change, in the interpretation reasonable opinion of the party so affected, the basis of taxation (other than changes in tax rates applicable to taxes charged upon or administration thereofby reference to the overall net income, profits or gains of Agent or any Lender or taxes charged with respect to any Lender's failure to comply with SECTION 2.22 hereof) of payments to Agent or any Lender of the principal of or the interest on any Note or any other amounts payable to Agent or any Lender under this Agreement, or compliance by any Bank of the other Loan Documents; or the Agent with (iii) impose or increase or render applicable any directive of any such authority special or supplementary special deposit or reserve or similar requirements (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdictionagainst assets held by, or by any political subdivision or taxing authority of any such jurisdiction, deposits in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended any eligible liabilities of, or loans by any Bank office or the Agentbranch of, as the case may be, Agent or any Lender; or (iiiiv) shall impose on Agent or any Lender any other condition or requirement with respect to this Agreement, any Note, or any of the Commitments, the Notes or the Advancesother Loan Documents, and if the result of any of the foregoing is (A) to increase the cost to Agent or any Bank Lender of making, funding or maintaining all or any part of the principal of the Loans or of issuing, maintaining or making draws or disbursements under the Letters of Credit, or (B) to reduce the amount of principal, interest or any other sum payable by Borrower to Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents, or (C) to require Agent or any Lender to make any payment or to forego any interest or other sum payable by Borrower to Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents, the amount of which payment or foregone interest or other sum is measured by or calculated by reference to the gross amount of any sum receivable or deemed received by Agent or any Lender from Borrower under this Agreement, any Note, or any of the other Loans Documents, then, and in each such case, Borrower will pay to Agent for Agent or the Agentaccount of a Lender, as the case may be, within sixty (60) days of makingwritten notice by Agent or such Lender, funding such additional amounts as will (in the reasonable opinion of Agent or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the AgentLender, as the case may be, from time to time, upon request by such Bank (with a copy of such request to ) be provided to the Agent) or the Agent, additional amounts sufficient to compensate Agent or such Bank Lender for such sum. (b) If any present or future applicable law, rule or regulation shall make it unlawful for Borrower to perform any one or more of its agreements or Obligations under this Agreement, any Note, or any of the other Loan Documents, then the obligations of Lenders under their respective Commitment shall terminate immediately. If any present or future applicable law, rule or regulation shall make it unlawful for Borrower to perform any one or more of its agreements or obligations under this Agreement, any Note, or any of the other Loan Documents, and Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder Lender shall deliver to the Borrowers a statement setting forth at any time determine (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in which reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, determination shall be conclusive and binding for on Borrower) (i) that, as a consequence of the effect or operation (whether direct or indirect) of any such applicable law, rule or regulation, any one or more of the rights, remedies, powers or privileges of Agent or any Lender under or in respect of this Agreement, any Note, or any of the other Loan Documents shall be or become invalid, unenforceable, or materially restricted; and (ii) that all purposes absent manifest error. Any Bank or any one or more of the rights, remedies, powers and privileges so affected are of material importance to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced Agent or any Lender (as determined by the party so affected), then Agent shall, at the direction of the Required Lenders, by giving notice to Borrower, declare all of the Obligations, including, without limitation, the entire unpaid principal of the Notes, all of the unpaid interest accrued thereon and any and all other sums due and payable by Borrower to Agent or Lenders under this Agreement, any Note, and any of the other Loan Documents in accordance with Section 3.11Documents, to be immediately due and payable, and, thereupon, such Obligations shall (if not already due and payable) forthwith become and be due and payable without further notice or other formalities of any kind, all of which are hereby expressly waived. (bc) In the event If Agent or any Lender shall reasonably determine that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter not in effect and whether or not presently applicable to any Bank or as of the Agent, but applicable to banks or financial institutions generallydate hereof regarding capital adequacy, or in the event of any change in any existing such law, rule or regulation or in the interpretation or administration thereof by any governmental authority authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Bank or the Agent Lender with any request or directive of any such authority regarding capital adequacy (whether or not having the force of law)) from any such authority, including any risk-based capital guidelinescentral bank or comparable agency, affects the amount of capital required has or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has would have the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital capital, as a consequence of such its obligations hereunder hereunder, to a level below that which such Bank or the Agent (or such controlling corporation) Lender could have achieved but for such circumstances adoption, change or compliance (taking into consideration its such Lender's policies with respect to capital adequacy) by an any amount deemed by such Bank or the Agent Lender to be material, then the Borrowers Borrower shall pay to such Bank Lender within sixty (60) days of written notice by such Lender such amount or amounts, in addition to the Agentamounts payable under the provisions of this Agreement or any other Loan Document, as will compensate such Lender for such reduction. Determinations by any Lender of the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) additional amount or the Agent, additional amounts sufficient required to compensate such Bank Lender in respect of the foregoing shall be presumptively correct absent manifest error. In determining such amount or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agentamounts, as the case each Lender may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated use in good faithfaith any reasonable averaging and attribution methods of general application. (d) Each Lender agrees, (ii) a description that upon the occurrence of the any event giving rise theretoto the operation of SECTION 2.12, or (a)-(c) of this SECTION 2.15 with respect to such Lender, it will, to the extent permitted by Applicable Law or by the relevant governmental authority, in consultation with Agent, for a period of thirty (30) days endeavor in good faith to avoid or minimize the increase in costs or reduction in payments resulting from such event (including, but not limited to, endeavoring to change its Lending Installation); provided, however, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. If any Lender (an "Affected Lender") shall make a demand for payment under any of such Sections, and (iii) Borrower shall find a calculation Lender or an assignee which offers in writing to purchase the Commitments and Advances of such Affected Lender without recourse at par on a specified date, together with accrued and unpaid interest and commitment fees thereon to the date of purchase, and tenders the purchase price of such Commitments and Advances on such specified date, and if, in the reasonable detail opinion of such Affected Lender, its acceptance of such offer would be permitted under Applicable Law and all relevant governmental authorities and would not result in its suffering any economic, legal, or other regulatory disadvantage, then Borrower shall be excused from the payment of the amounts requestedincreased costs claimed by such Affected Lender under any of such sections accruing after the first interest payment date pursuant to SECTION 2.19 for each Advance of such Affected Lender following such specified date, if the Affected Lender demanding payment under either such SECTION declines such purchase offer. Such statement If such Affected Lender accepts such purchase offer, upon consummation of such purchase offer such Affected Lender shall cease to be a party hereto. Except as provided in the immediately preceding sentence, nothing in this SECTION 2.15(d) shall affect or postpone the obligations of Borrower to make payments as provided hereunder: Any reasonable expenses incurred by such Affected Lender under this SECTION 2.15 (d) shall be paid by Borrower upon delivery by such Affected Lender to Borrower of a certificate as to the amount of such compensationexpenses, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, which certificate shall be conclusive and binding for all purposes absent binding, in absence of manifest error. Any Bank . (e) For purposes of this SECTION 2.15, "laws, rules and regulations not in effect on the date hereof" or similar words shall be deemed to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11include future interpretations of existing laws, rules and regulations.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Eurodollar Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be materialthereon, then the Borrowers Company shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as to the extent such Bank or the Agent, as Agent is not compensated therefor in the case may be, has calculated in good faith, (ii) a description computation of the interest rate applicable to such Eurodollar Rate Loan for the period of up to 200 days after the event giving rise thereto, resulting in the increased capital requirement and (iii) a calculation in reasonable detail reduced rate of the amounts requestedreturn. Such A statement as to the amount of such compensationincreased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Agent and submitted by such Bank or the Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any error in computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced maintained by the Loan Documents in accordance with Section 3.11.such Bank or the

Additional Costs. (a) In If the event Agent shall determine in good faith that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter Governmental Regulation not presently in effect and whether or not presently applicable to any Bank or the AgentBank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any new guideline, request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any the Bank or the Agent of any amounts payable by any Borrower the Borrowers under this Agreement or any other Loan Documents (other than taxes imposed on the overall net income of the Bank or the AgentBank, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any the Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may beBank, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans, and the result of any of the foregoing is to increase by an amount deemed by the cost Agent to any Bank be material the costs to the Banks of providing their Commitments or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce by an amount deemed by the Agent to be material the amount of any sum receivable by any Bank or the Banks under this Agreement, then the Borrower shall pay to the Agent, thereon, then for the Borrowers shall pay to such Bank or pro rata benefit of the Agent, as the case may beBanks, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, such additional amounts as are sufficient to compensate such Bank or the Agent, as the case may be, Banks for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loanreceivable. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Agent and submitted by such Bank or the Agent, as the case may be, Agent to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In If the event Agent shall determine in good faith that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter Governmental Regulation not presently in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generallyBanks, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent Banks with any new guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Agent Banks (or any corporation controlling such Bank or the AgentBanks) and such Bank or the Agent, as the case may be, Agent determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's Banks’ obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's Banks’ (or such controlling corporation's’s) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent Banks (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers Borrower shall pay to such Bank or the Agent, as for the case may bepro rata benefit of the Banks, from time to time, upon request within fifteen (15) days after demand by such Bank (with a copy of such request to be provided to the Agent) or the Agent, such additional amounts as are sufficient to compensate such Bank or the Agent Banks (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's Banks’ obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Agent and submitted by such Bank or the Agent to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which error in computation. (c) The provisions of this Section 3.7(b) may 3.01 shall apply from time only to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11LIBOR Rate Loans and not Base Rate Loans.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the either Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the either Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) directly affect the basis of taxation of payments to any Bank Lender or the either Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank any Lender or the either Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the either Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the either Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans or any Letter of Credit, and the result of any of the foregoing (i.e., (i), (ii) or (iii)) is to increase the cost to any Bank Lender or the either Agent, as the case may be, of making, funding or maintaining any LIBOR Loan or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender or either Agent, as the Agentcase may be, thereon, then the Borrowers shall pay to such Bank Lender or the such Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the each Agent) or the such Agent, additional amounts sufficient to compensate such Bank Lender or the such Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate LIBOR Loan, such Bank Lender or the Agent, as the case may be, such Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate LIBOR Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the such Agent, as the case may be, and submitted by such Bank Lender or the such Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender, either L/C Issuer or the either Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender, either L/C Issuer or the either Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender, such L/C Issuer or the such Agent (or any corporation controlling such Bank Lender or the such Agent) and such Bank Lender, such L/C Issuer or the such Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's, such L/C Issuer's or the such Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's, such L/C Issuer's or the such Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender, such L/C Issuer or the such Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender, such L/C Issuer or the such Agent to be material, then the Borrowers shall pay to such Bank Lender, such L/C Issuer or the such Agent, as the case may be, from time to time, upon request by such Bank Lender or such L/C Issuer (with a copy of such request to be provided to the AgentAgents) or the such Agent, additional amounts sufficient to compensate such Bank Lender, such L/C Issuer or the such Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender, such L/C Issuer or the such Agent reasonably determines to be allocable to the existence of such BankLender's, such L/C Issuer's or the such Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender, such L/C Issuer or the such Agent, as the case may be, and submitted by such Bank Lender, such L/C Issuer or the such Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In If, on or after the event that date hereof, the adoption of any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the AgentRequirement of Law, or any change in any Requirement of Law, or any change in the interpretation or administration thereof by any governmental authority court or other Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank Lender (or the Agent its Applicable Lending Office) with any request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdictionGovernmental Authority, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reservereserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit deposit, contribution, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit -16- extended by by, any Bank Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office) or the Agent, as the case may be, or (iii) shall impose London interbank market any other condition with respect to this Agreementaffecting its Loan, the Commitments, the Notes its Note or the Advancesits Commitment, and the result of any of the foregoing is to increase the cost to any Bank such Lender (or the Agent, as the case may be, its Applicable Lending Office) of making, funding making or maintaining any Loan its Loan, or to reduce the amount of any sum received or receivable by any Bank such Lender (or the Agentits Applicable Lending Office) under this Agreement or under its Note, thereonby an amount reasonably deemed by such Lender to be other than de minimis (other than Taxes, which shall be treated in accordance with Section 5.05 hereof), then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request within ten (10) days after demand by such Bank (with a copy of Lender, the Borrower shall pay to such request to be provided to the Agent) Lender such additional amount or the Agent, additional amounts sufficient to as will compensate such Bank or the Agent, as the case may be, Lender for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11reduction. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In the event that the adoption of, or any change in or in the interpretation by any governmental authority of, any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof), or compliance by any Bank or the Agent Lender with any guideline, request or directive of any such governmental authority that is promulgated, made, issued, or changed (whether or not having the force of law), shall (i) affect change the basis of taxation of payments to any Bank or the Agent Lender of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank or the AgentLender, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, Lender has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may beLender, or (iii) shall impose any other condition with wit respect to this Agreement, the CommitmentsCommitment, the Notes Note or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may beLender, of making, funding or maintaining any Eurodollar Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, Lender thereon, then the Borrowers Company shall pay to such Bank or the Agent, as the case may beLender, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the AgentLender, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, Lender for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Eurodollar Rate Loan, such Bank or the Agent, as the case may be, Lender is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Eurodollar Rate LoanLoan or pursuant to subsection (b) of this Section. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivablereceivable and reason therefor, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Lender and submitted by such Bank or the Agent, as the case may be, Lender to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, rule, regulation, or guideline now in effect relating to capital adequacy, or that the adoption of, or any change in or in the interpretation by any governmental authority of any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally), or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or that compliance by any Bank or the Agent Lender with any guideline, request or directive of any such governmental authority (whether or not having the force of law)) relating to capital adequacy, or that is promulgated, made, issued, or changed, including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Agent Lender (or any corporation controlling such Bank or the AgentLender) and such Bank or the Agent, as the case may be, Lender determines that the amount of such capital required or expected to be maintained is increased by or based upon the existence of such Bank's or the Agent's Lender’s obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's Lender’s (or such controlling corporation's’s) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent Lender (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent Lender to be material, then the Borrowers Company shall pay to such Bank or the Agent, as the case may beLender, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the AgentLender, additional amounts sufficient to compensate such Bank or the Agent Lender (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or the Agent Lender reasonably determines to be allocable to the existence of such Bank's or the Agent's Lender’s obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensationcompensation and reason therefor, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Lender and submitted by such Bank or the Agent Lender to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which error in computation. (c) The Lender shall not charge any amount under this Section 3.7(b) may apply from time 3.6 unless it is charging other borrowers similarly-situated to time may be removed from the transactions evidenced Company, as reasonably determined by the Loan Documents in accordance with Section 3.11Lender, similar amounts.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any error in computation. (c) The Borrowers shall have no obligation to compensate any Bank with respect to which amounts provided in this Section 3.7(b) may apply from time 3.6 with respect to time may be removed from any period prior to the transactions evidenced by date which is 90 days prior to the Loan Documents in accordance with Section 3.11date such Bank delivers its written statement hereunder requesting compensation.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently currently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Eurocurrency Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan or Swingline Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan or Swingline Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Before delivery of such statement each Bank or the Agent, as the case may be, shall use reasonable efforts in accordance with its normal practices and procedures to reduce amounts payable under this Section 3.7(a). Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently currently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's ’s or the Agent's ’s obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's ’s or the Agent's ’s (or such controlling corporation's’s) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's ’s or the Agent's ’s obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Before delivery of such statement each Bank or the Agent, as the case may be, shall use reasonable efforts in accordance with its normal practices and procedures to reduce amounts payable under this Section 3.7(b). Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the 33 39 Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such requested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to the its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of such compensation, prepared in good faith and in reasonable detail its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, and submitted by whether or not such Bank or the Agent Agent, as the case may be, allocates any portion of such amount to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.such other

Additional Costs. (a) In the event that any applicable law, treaty, rule treaty or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agentgovernmental regulation, or any interpretation change therein or administration thereof by any governmental authority charged with in the interpretation or administration application thereof, or compliance by any Bank Lender or the Agent such participant with any request or directive of any such authority (whether or not having the force of law)) from any central bank or other financial, shall monetary or other authority, shall: (ia) affect subject Lender or such participant to any tax of any kind whatsoever with respect to this Agreement or change the basis of taxation of payments to Lender or such participant of principal, fees, interest or any Bank other amount payable hereunder or under any other documents (except for changes in the Agent rate of any amounts payable by any Borrower under this Agreement (other than taxes imposed tax on the overall net income of Lender or such participant by the Bank federal government or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, jurisdiction in which any Bank or the Agent, as the case may be, has it maintains its principal office), or ; (iib) shall impose, modify or deem hold applicable any reserve, special deposit deposit, assessment or similar requirement against assets ofheld by, or deposits with in or for the account of, advances or loans by, or other credit extended by any Bank Lender or such participant by reason of or in respect to this Agreement and the AgentLoan Documents, as including (without limitation) pursuant to Regulation D of the case may be, Board of Governors of the Federal Reserve System; or (c) impose on Lender or (iii) shall impose such participant any other condition with respect to this Agreement, the Commitments, the Notes Agreement or the Advancesany other document, and the result of any of the foregoing is to increase the cost to any Bank Lender or the Agent, as the case may be, such participant of making, funding renewing or maintaining any Loan its loans hereunder by an amount that Lender or such participant deems to be material in the exercise of its reasonable business judgement or to reduce the amount of any sum receivable payment (whether of principal, interest or otherwise) in respect of any of the loans by an amount that Lender or such participant deems to be material in the exercise of its reasonable business judgement, then, in any Bank or the Agent, thereon, then the Borrowers case Borrower shall pay to Lender or such Bank or the Agentparticipant, within five (5) days following its demand, such additional cost or, within thirty (30) days following its demand, such reduction, as the case may be, from time to time, upon request by . Lender or such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder participant shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to certify the amount of such increased additional cost or reduced sum receivable, prepared in good faith amount to Borrower and in reasonable detail by the calculation thereof and such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, certification shall be conclusive and binding for all purposes upon Borrower absent manifest error. Any Bank Notwithstanding anything in this paragraph to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents contrary, in accordance with Section 3.11. (b) In the event Lender or such participant has exercised its rights pursuant to this paragraph, and subsequent thereto determine that any applicable law, treaty, rule the additional amounts paid by Borrower in whole or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects part exceed the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (which Lender or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or participant actually required pursuant hereto, the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be materialexcess, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowersif any, shall be conclusive and binding for all purposes absent manifest error. Any Bank returned to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced Borrower by the Loan Documents in accordance with Section 3.11Lender or such participant.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any error in computation. (c) The Borrowers shall have no obligation to compensate any Bank with respect to which amounts provided in this Section 3.7(b) may apply from time 3.6 with respect to time may be removed from any period prior to the transactions evidenced by date which is 90 days prior to the Loan Documents in accordance with Section 3.11date such Bank delivers its written statement hereunder requesting compensation.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank, the Issuing Bank or the Administrative Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank, the Issuing Bank or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall shall (i) affect the basis of taxation of payments to any Bank, the Issuing Bank or the Administrative Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank, the Issuing Bank or the Administrative Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank, the Issuing Bank or the Administrative Agent, as the case may be, has its principal office), or or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank, the Issuing Bank or the Administrative Agent, as the case may be, or or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes any promissory notes issued hereunder or the AdvancesLoans or any Letter of Credit, and the result of any of the foregoing is to increase the cost to any Bank, the Issuing Bank or the Administrative Agent, as the case may be, of making, funding funding, maintaining or maintaining participating in any Eurocurrency Rate Loan, Fixed Rate Loan or Letter of Credit, or to reduce the amount of any sum receivable by any Bank, the Issuing Bank or the Administrative Agent, as the case may be, thereon, then the Borrowers Company shall pay to such Bank, the Issuing Bank or the Administrative Agent, as the case may be, from time to time, upon request by such Bank or the Issuing Bank (with a copy of such request to be provided to the Administrative Agent) or the Administrative Agent, additional amounts sufficient to compensate such Bank, the Issuing Bank or the Administrative Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, Administrative Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank, the Issuing Bank or the Administrative Agent, as the case may be, and submitted by such Bank, the Issuing Bank or the Administrative Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank, the Issuing Bank or the Administrative Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank, the Issuing Bank or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank, the Issuing Bank or the Administrative Agent (or any corporation controlling such Bank or the Administrative Agent) and such Bank, the Issuing Bank or the Administrative Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's, the Issuing Bank's or the Administrative Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's, the Issuing Bank's or the Administrative Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank, the Issuing Bank or the Administrative Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank, the Issuing Bank or the Administrative Agent to be material, then the Borrowers Company shall pay to such Bank, the Issuing Bank or the Administrative Agent, as the case may be, from time to time, upon request by such Bank or the Issuing Bank (with a copy of such request to be provided to the Administrative Agent) or the Administrative Agent, additional amounts sufficient to compensate such Bank, the Issuing Bank or the Administrative Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank, the Issuing Bank or the Administrative Agent reasonably determines to be allocable to the existence of such Bank's, the Issuing Bank's or the Administrative Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank, the Issuing Bank or the Administrative Agent, as the case may be, and submitted by such Bank, the Issuing Bank or the Administrative Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In the event that any applicable change in law, treatyregulation, rule treaty or regulation (whether domestic directive or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, application thereof or compliance by any the Bank or the Agent with any request or directive of any such authority made subsequent to the date hereof (whether or not having the force of law)) from any central bank or other governmental authority, agency or instrumentality: (a) shall (i) affect subject the Bank to any tax of any kind whatsoever with respect to this Note, or any advances made by the Bank hereunder, or change the basis of taxation of payments to any the Bank or the Agent of principal interest or any amounts other amount payable by hereunder (except for any Borrower under this Agreement (other than taxes imposed on or measured by the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal officeBank), or ; (iib) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan, FDIC insurance or similar requirement against assets ofheld by, or deposits with or other liabilities in or for the account of, advances by, or other credit extended by, or any other acquisition of funds by, any office of the Bank which are not otherwise included in the determination of the interest rate hereunder; (c) affects the amount of capital required or expected to be maintained by any the Bank or any corporation controlling the AgentBank and the Bank determines the amount of capital required is increased by or based upon the existence of the credit facility evidenced by this Note or any advance hereunder, as determined by the case may be, Bank in its reasonable discretion; or (iiid) shall impose on the Bank any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, condition; and the result of any of the foregoing is to increase the cost to any the Bank or the Agent, as the case may be, of making, funding renewing or maintaining any Loan advance hereunder or to reduce the any amount of receivable hereunder then, in any sum receivable by any Bank or the Agentsuch case, thereon, then the Borrowers shall promptly pay the Bank, within five (5) days of its demand, any additional amounts necessary to compensate the Bank for such additional costs or reduced amount receivable as determined by the Bank. If the Bank or becomes entitled to claim any additional amounts pursuant hereto, it shall promptly notify the Agent, Borrowers of the event by reason of which it has become so entitled. A certificate as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided any additional amounts payable pursuant to the Agent) or foregoing sentence submitted by the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent in the absence of manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Before delivery of such statement each Bank or the Agent, as the case may be, shall use reasonable efforts in accordance with its normal practices and procedures to reduce amounts payable under this Section 3.7(a). Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Before delivery of such statement each Bank or the Agent, as the case may be, shall use reasonable efforts in accordance with its normal practices and procedures to reduce amounts payable under this Section 3.7(b). Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In If the event that adoption of any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the AgentApplicable Law, or any change in any Applicable Law, or any change in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank Lender (or the Agent its Applicable Lending Office) with any request or directive of any such authority (whether or not having the force of law) of any Governmental Authority (in each case above, at any time on or after May 23, 2002), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reservereserve (including any such requirement imposed by the Board of Governors of the U.S. Federal Reserve System), special deposit deposit, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by by, any Bank Lender (or its Applicable Lending Office) or shall impose upon any Lender (or its Applicable Lending Office) or the Agent, as the case may be, or (iii) shall impose London interbank market any other condition with respect affecting its Loan(s), its Note(s) or its obligation to this Agreement, the Commitments, the Notes or the Advancesmake its Loan, and the result of any of the foregoing is to increase the cost to any Bank such Lender (or the Agent, as the case may be, its Applicable Lending Office) of making, funding making or maintaining any Loan its Loan(s), or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under any Bank or the Agentother Loan Document (other than Taxes (including Excluded Taxes), thereonwhich shall be treated pursuant to Section 4.5), then the Borrowers Borrower shall pay to such Bank or the Agent, as Administrative Agent for the case may be, from time to time, upon request by such Bank (with a copy account of such request to be provided to the AgentLender such additional amount(s) or the Agent, additional amounts sufficient to as will compensate such Bank or the Agent, as the case may be, Lender for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11reduction. (b) In If any Lender shall have reasonably determined that the event that adoption of any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generallyApplicable Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof, or compliance by any Bank it (or the Agent its Applicable Lending Office) with any request or directive of any such authority regarding capital adequacy (whether or not having the force of law) of any Governmental Authority (in each case above, at any time on or after May 23, 2002), including any risk-based capital guidelines, affects the amount of capital required has or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has would have the effect of reducing the rate of return on capital of such Bank's or the Agent's Lender (or such controlling corporation'sits parent or Applicable Lending Office) capital as a consequence of such Lender's obligations hereunder or its Loan(s) to a level below that which such Bank or the Agent Lender (or such controlling corporationits parent or Applicable Lending Office) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank adoption, change, request or the Agent to be materialdirective, then from time to time the Borrowers Borrower shall pay to such Bank Lender such additional amount as will compensate such Lender (or the Agentits parent or Applicable Lending Office, as the case may be) for such reduction. Credit Agreement 23 (c) Each Lender shall promptly (and, from time in any event, within 90 days of its actual knowledge thereof) notify the Borrower of any event of which it has knowledge that will entitle such Lender to time, upon request by such Bank (compensation pursuant to this Section and shall provide the Borrower with a copy reasonable detail as to the basis of such request Lender's claim to be provided compensation hereunder and method for calculating such compensation; it being understood that any failure of any Lender to deliver any such notice shall result in its not being able to seek compensation pursuant to this Section for the Agent) or period from and including the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate date of return which such Bank or the Agent reasonably determines to be allocable to the existence its actual knowledge of such Bank's or event to but excluding the Agent's obligations hereunderdate that is 90 days before the date on which it has notified the Borrower of such event. Each Bank or the AgentBefore giving any such notice, as the case may be, seeking compensation hereunder a Lender shall deliver to the Borrowers designate a statement setting forth different Applicable Lending Office if such designation: (i) will avoid the need for, or reduce the amount of, such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, compensation and (ii) a description of will not, in the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount judgment of such compensationLender, prepared in good faith be disadvantageous to such Lender. A notice of any Lender claiming compensation under this Section and in reasonable detail by such Bank or providing the Agent, as information set forth above within the case may be, and submitted by such Bank or the Agent to the Borrowers, time set forth above shall be conclusive prima facie evidence of its entitlement to such compensation and shall be binding for all purposes absent upon the Borrower in the absence of manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may error and such amounts shall be removed from the transactions evidenced payable by the Loan Documents Borrower promptly (and, in accordance with Section 3.11any event, within five Business Days) after receipt of such notice (or, if such compensation relates to future dates, by no later than the applicable dates indicated in such notice).

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Administrative Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (ia) affect the basis of taxation of payments to any Bank Lender or the Administrative Agent of any amounts payable by any the Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank Lender or the Administrative Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Administrative Agent, as the case may be, has its principal office), or (iib) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may beLender, or (iiic) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans, and the result of any of the foregoing is to increase the cost to any Bank Lender or the Administrative Agent, as the case may be, of making, funding or maintaining any Eurodollar Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, Lender thereon, then the Borrowers Borrower shall pay to such Bank Lender or the Administrative Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Administrative Agent) or the Administrative Agent, additional reasonable amounts sufficient to compensate such Bank Lender or the Administrative Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Eurodollar Rate Loan, such Bank or the Agent, as the case may be, Lender is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Eurodollar Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Administrative Agent, as the case may be, and submitted by such Bank Lender or the Administrative Agent, as the case may be, to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Administrative Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Administrative Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Administrative Agent (or any corporation controlling such Bank Lender or the Administrative Agent) ), including any change in capital required to be maintained with respect to commitments for credit of less than 365 days in duration, and such Bank Lender or the Administrative Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Administrative Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's or the Administrative Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Administrative Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Administrative Agent to be material, then the Borrowers Borrower shall pay to such Bank Lender or the Administrative Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Administrative Agent) or the Administrative Agent, additional amounts sufficient to compensate such Bank Lender or the Administrative Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender or the Administrative Agent reasonably determines to be allocable to the existence of such BankLender's or the Administrative Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Administrative Agent, as the case may be, and submitted by such Bank Lender or the Administrative Agent to the BorrowersBorrower, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. If any present or future applicable law (a) In the event that any applicable law"Applicable Law"), treatywhich expression as used herein includes statutes, rule or regulation (whether domestic or foreign) now or hereafter in effect rules and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration regulations thereunder and interpretations thereof by any competent court or by any governmental authority or other regulatory body or official charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with interpretation thereof and requests, directives, instructions and notices at any directive of any such authority (whether time or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from hereafter made upon or otherwise issued to the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation central bank or administration thereofother fiscal, monetary or compliance by any Bank or the Agent with any directive of any such other authority (whether or not having the force of law), including without limitation any risk-based capital guidelineschange according to a prescribed schedule of increasing requirements, affects whether or not known or in effect as of the date hereof, shall with respect to the Term Note, the Revolving Credit or undertakings of the Bank under this Agreement (i) subject the Bank to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or undertakings of the Bank hereunder or the payment to the Bank of any amounts due to it hereunder, (ii) materially change the basis of taxation of payments to the Bank of the principal of or interest on any amounts payable to the Bank hereunder, (iii) impose or increase or render applicable any special or supplemental deposit or reserve or similar requirements or assessment against assets held by, or deposits in or for the account of, or any liabilities of, or loans by the Bank in respect of the transactions contemplated herein, (iv) impose on the Bank any other condition or requirement with respect to this Agreement, the Revolving Credit, the Term Note or loans or advances thereunder; and if the result of any of the foregoing is (A) to increase the cost to the Bank of making, funding or maintaining all or any part of the Revolving Credit, the Term Note or advances or loans, (B) to reduce the amount of capital required principal, interest or expected other amount payable to be maintained by such the Bank hereunder, or (C) to require the Bank to make any payment or the Agent (to forego any interest or any corporation controlling such Bank or the Agent) and such Bank or the Agentother sum payable hereunder, as the case may be, determines that the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrowers hereunder, then, and in each such capital is increased by or based case not otherwise provided for hereunder, the Borrowers will upon demand promptly following the existence of such Bank's or the Agent's obligations hereunder and notice pertaining to such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) matters accompanied by an amount deemed by such Bank or the Agent to be materialcalculations thereof in reasonable detail, then the Borrowers shall pay to the Bank such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts as will be sufficient to compensate it for such Bank additional cost, reduction, payment or foregone interest or other sum; provided that the Agent (foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or such controlling corporation) for foregone interest or other sum resulting from any reduced rate of return which such Bank taxes charged upon or the Agent reasonably determines to be allocable by reference to the existence of such Bank's overall net income, profits or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description gains of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11Bank.

Additional Costs. (a) In Notwithstanding any conflicting provisions of this Agreement to the event that contrary, if any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter not in effect and whether as of the date hereof shall (i) subject Agent or not presently applicable any Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or the Agentwithholding of any nature with respect to any Loan, or Letter of Credit, this Agreement, any Note, or any interpretation of the other Loan Documents or administration thereof the payment by Borrower of any governmental authority amounts payable to Agent or any Lender hereunder or thereunder (other than taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender or taxes charged with respect to any Lender's failure to comply with SECTION 2.22 hereof); or (ii) materially change, in the interpretation reasonable opinion of the party so affected, the basis of taxation (other than changes in tax rates applicable to taxes charged upon or administration thereofby reference to the overall net income, profits or gains of Agent or any Lender or taxes charged with respect to any Lender's failure to comply with SECTION 2.22 hereof) of payments to Agent or any Lender of the principal of or the interest on any Note or any other amounts payable to Agent or any Lender under this Agreement, or compliance by any Bank of the other Loan Documents; or the Agent with (iii) impose or increase or render applicable any directive of any such authority special or supplementary special deposit or reserve or similar requirements (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdictionagainst assets held by, or by any political subdivision or taxing authority of any such jurisdiction, deposits in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended any eligible liabilities of, or loans by any Bank office or the Agentbranch of, as the case may be, Agent or any Lender; or (iiiiv) shall impose on Agent or any Lender any other condition or requirement with respect to this Agreement, any Note, or any of the Commitments, the Notes or the Advancesother Loan Documents, and if the result of any of the foregoing is (A) to increase the cost to Agent or any Bank Lender of making, funding or maintaining all or any part of the principal of the Loans or of issuing, maintaining or making draws or disbursements under the Letters of Credit, or (B) to reduce the amount of principal, interest or any other sum payable by Borrower to Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents, or (C) to require Agent or any Lender to make any payment or to forego any interest or other sum payable by Borrower to Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents, the amount of which payment or foregone interest or other sum is measured by or calculated by reference to the gross amount of any sum receivable or deemed received by Agent or any Lender from Borrower under this Agreement, any Note, or any of the other Loans Documents, then, and in each such case, Borrower will pay to Agent for Agent or the Agentaccount of a Lender, as the case may be, within sixty (60) days of makingwritten notice by Agent or such Lender, funding such additional amounts as will (in the reasonable opinion of Agent or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the AgentLender, as the case may be, from time to time, upon request by such Bank (with a copy of such request to ) be provided to the Agent) or the Agent, additional amounts sufficient to compensate Agent or such Bank Lender for such sum. (b) If any present or future applicable law, rule or regulation shall make it unlawful for Borrower to perform any one or more of its agreements or Obligations under this Agreement, any Note, or any of the other Loan Documents, then the obligations of Lenders under their respective Commitment shall terminate immediately. If any present or future applicable law, rule or regulation shall make it unlawful for Borrower to perform any one or more of its agreements or obligations under this Agreement, any Note, or any of the other Loan Documents, and Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder Lender shall deliver to the Borrowers a statement setting forth at any time determine (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in which reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, determination shall be conclusive and binding for on Borrower) (i) that, as a consequence of the effect or operation (whether direct or indirect) of any such applicable law, rule or regulation, any one or more of the rights, remedies, powers or privileges of Agent or any Lender under or in respect of this Agreement, any Note, or any of the other Loan Documents shall be or become invalid, unenforceable, or materially restricted; and (ii) that all purposes absent manifest error. Any Bank or any one or more of the rights, remedies, powers and privileges so affected are of material importance to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced Agent or any Lender (as determined by the party so affected), then Agent shall, at the direction of the Required Lenders, by giving notice to Borrower, declare all of the Obligations, including, without limitation, the entire unpaid principal of the Notes, all of the unpaid interest accrued thereon and any and all other sums due and payable by Borrower to Agent or Lenders under this Agreement, any Note, and any of the other Loan Documents in accordance with Section 3.11Documents, to be immediately due and payable, and, thereupon, such Obligations shall (if not already due and payable) forthwith become and be due and payable without further notice or other formalities of any kind, all of which are hereby expressly waived. (bc) In the event If Agent or any Lender shall reasonably determine that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter not in effect and whether or not presently applicable to any Bank or as of the Agent, but applicable to banks or financial institutions generallydate hereof regarding capital adequacy, or in the event of any change in any existing such law, rule or regulation or in the interpretation or administration thereof by any governmental authority Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Bank or the Agent Lender with any request or directive of any such authority regarding capital adequacy (whether or not having the force of law)) from any such authority, including any risk-based capital guidelinescentral bank or comparable agency, affects the amount of capital required has or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has would have the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital capital, as a consequence of such its obligations hereunder hereunder, to a level below that which such Bank or the Agent (or such controlling corporation) Lender could have achieved but for such circumstances adoption, change or compliance (taking into consideration its such Lender's policies with respect to capital adequacy) by an any amount deemed by such Bank or the Agent Lender to be material, then the Borrowers Borrower shall pay to such Bank Lender within sixty (60) days of written notice by such Lender such amount or amounts, in addition to the Agentamounts payable under the provisions of this Agreement or any other Loan Document, as will compensate such Lender for such reduction. Determinations by any Lender of the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) additional amount or the Agent, additional amounts sufficient required to compensate such Bank Lender in respect of the foregoing shall be presumptively correct absent manifest error. In determining such amount or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agentamounts, as the case each Lender may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated use in good faithfaith any reasonable averaging and attribution methods of general application. (d) Each Lender agrees, (ii) a description that upon the occurrence of the any event giving rise theretoto the operation of SECTION 2.12, or (a)-(c) of this SECTION 2.15 with respect to such Lender, it will, to the extent permitted by Applicable Law or by the relevant Governmental Authority, in consultation with Agent, for a period of thirty (30) days endeavor in good faith to avoid or minimize the increase in costs or reduction in payments resulting from such event (including, but not limited to, endeavoring to change its Lending Installation); provided, however, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. If any Lender (an "Affected Lender") shall make a demand for payment under any of such Sections, and (iii) Borrower shall find a calculation Lender or an assignee which offers in writing to purchase the Commitments and Advances of such Affected Lender without recourse at par on a specified date, together with accrued and unpaid interest and facility fees thereon to the date of purchase, and tenders the purchase price of such Commitments and Advances on such specified date, and if, in the reasonable detail opinion of such Affected Lender, its acceptance of such offer would be permitted under Applicable Law and all relevant governmental authorities and would not result in its suffering any economic, legal, or other regulatory disadvantage, then Borrower shall be excused from the payment of the amounts requestedincreased costs claimed by such Affected Lender under any of such Sections accruing after the first interest payment date pursuant to SECTION 2.19 for each Advance of such Affected Lender following such specified date, if the Affected Lender demanding payment under either such Section declines such purchase offer. Such statement If such Affected Lender accepts such purchase offer, upon consummation of such purchase offer such Affected Lender shall cease to be a party hereto. Except as provided in the immediately preceding sentence, nothing in this SECTION 2.15(d) shall affect or postpone the obligations of Borrower to make payments as provided hereunder. Any reasonable expenses incurred by such Affected Lender under this SECTION 2.15(d) shall be paid by Borrower upon delivery by such Affected Lender to Borrower of a certificate as to the amount of such compensationexpenses, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, which certificate shall be conclusive and binding for all purposes absent binding, in absence of manifest error. Any Bank . (e) For purposes of this SECTION 2.15, "laws, rules and regulations not in effect on the date hereof" or similar words shall be deemed to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11include future interpretations of existing laws, rules and regulations.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently currently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Eurocurrency Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Before delivery of such statement each Bank or the Agent, as the case may be, shall use reasonable efforts in accordance with its normal practices and procedures to reduce amounts payable under this Section 3.7(a). Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently currently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Before delivery of such statement each Bank or the Agent, as the case may be, shall use reasonable efforts in accordance with its normal practices and procedures to reduce amounts payable under this Section 3.7(b). Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender, the Agent or the AgentLC Issuer, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender, the Agent or the Agent LC Issuer with any guideline, request or directive of any such authority (whether or not having the force of law), affects or would affect the amount of capital required or expected to be maintained by any Lender, the Agent or the LC Issuer or any corporation controlling any Lender, the Agent or the LC Issuer and any Lender, the Agent or the LC Issuer determines that the amount of such capital is increased by or based upon the existence of such Lender's, the Agent's or the LC Issuer's obligations hereunder and such increase has the effect of reducing the rate of return on such Lender's, the Agent's or the LC Issuer's capital as a consequence of its obligations hereunder to a level below that which such Lender, the Agent or the LC Issuer could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Lender, the Agent or the LC Issuer to be material, then the Company shall pay to such Lender, the Agent or the LC Issuer, as the case may be, from time to time, upon request by such Lender, the Agent or the LC Issuer, additional amounts sufficient to compensate such Lender, the Agent or the LC Issuer for any increase in the amount of capital and reduced rate of return which such Lender, the agent or the LC Issuer reasonably determines to be allocable to the existence of the such Lender's, the Agent's or the LC Issuer's obligations hereunder. (b) In the event that any applicable law, treaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Lender, the Agent or the LC Issuer, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Lender, the Agent or the LC Issuer with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank Lender, the Agent or the Agent LC Issuer of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of any Lender, the Bank Agent or the AgentLC Issuer, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender, the Agent or the Agent, as the case may be, LC Issuer has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender, the Agent or the Agent, as the case may beLC Issuer, or (iii) shall impose any other condition with respect to this Agreement, the CommitmentsCommitment, the Notes Notes, the Loans, or the Advancesany Letter of Credit, and the result of any of the foregoing is to increase the cost to any Bank Lender, the Agent or the Agent, as the case may be, LC Issuer of making, funding or maintaining any Eurodollar Loan or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender, the Agent or the Agent, LC Issuer thereon, then the Borrowers Company shall pay to such Bank Lender, the Agent or the AgentLC Issuer, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to Lender, the Agent) Agent or the Agent, LC Issuer additional amounts sufficient to compensate such Bank Lender, the Agent or the AgentLC Issuer, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Eurodollar Loan, such Bank Lender or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Eurodollar Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.

Additional Costs. (a) In If by reason of: 3.2.1. the event that introduction after the Closing Date of any applicable law, treaty, rule Law or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, application thereof or any change therein after the Closing Date or any judicial decision relating thereto; or 3.2.2. compliance by any Bank or the Agent a Lender with any directive of any such authority applicable direction, request or requirement (whether or not having the force of law), shall ) of any central bank or any governmental monetary or other authority: (i) affect the basis of taxation of payments Lender shall be subjected to any Bank tax, levy, impost, duty, charge, fee, deduction or the Agent withholding of any nature or to any variation thereof or to any penalty with respect to the Advance or any part thereof (except for amounts payable by any Borrower under this Agreement (other than arising out of changes in the rate of taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal officeLender), or ; or (ii) the basis of taxation of the Lender (except for the basis of taxation on the overall net income of the Lender) shall imposebe changed in respect of payments of principal or interest or any other payment due or to become due pursuant to this Loan Agreement; or (iii) any reserve or deposit requirements shall be imposed, modify modified or deem become applicable in respect of any reserve, special deposit assets or similar requirement against assets liabilities of, deposits with or for the account of, or credit extended by any Bank loans by, the Lender or the Agent, as rate of interest receivable by the case may be, Lender in respect of any such reserve or deposit requirement shall be changed; or (iiiiv) shall impose any other condition with respect to this shall be imposed on the Lender adversely affecting its participation in the Loan Agreement, the Commitments, the Notes Advances or the Advances, any part thereof; and the result of any of the foregoing is either: (A) to increase the cost to any Bank or the Agent, as the case may be, Lender of making, funding or maintaining any Loan or its Advance; or (B) to reduce the amount of any sum payment received or receivable by any Bank the Lender or the Agent, thereoneffective return to the Lender hereunder; or (C) to make the Lender make any payment or forgo any interest or other amount received or receivable by the Lender or other return on or calculated by reference to the gross amount of any sum received or receivable by the Lender hereunder, then and in any such case: (a) the Borrowers Lender shall promptly, but in any event within 180 days, notify the Borrower of such happening or event; and (b) upon demand from time to time by the Lender, the Borrower shall pay to the Administrative Agent for the account of such Bank or the Agent, Lender such amount as the case Lender may bespecify, from time to time, upon request by such Bank (with in a copy certificate setting forth the basis of the computation of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extentamount (which certificate shall, in the case absence of any Eurocurrency Rate Loanmanifest error, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding on the Borrower), as the amount necessary for all purposes absent manifest error. Any Bank compensating the Lender for any such increased costs, reduction, payment or forgone interest or other return; and (c) the Borrower may, subject to which this Section 3.7(athe agreement of the Lender, and by giving not less than 15 (fifteen) may apply from time days’ prior written irrevocable notice to time may be removed from the transactions evidenced by Lender, effective upon receipt, prepay the Loan Documents Advance in full (but not in part) together with the interest accrued to the date of prepayment in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided subject to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent provisions of Section 3.4. (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11.Adversity Prepayment))

Additional Costs. (a) In the event that the adoption of, or any change in or in the interpretation by any governmental authority of, any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof), or compliance by any Bank or the Agent Lender with any guideline, request or directive of any such governmental authority that is promulgated, made, issued, or changed (whether or not having the force of law), shall (i) affect change the basis of taxation of payments to any Bank or the Agent Lender of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank or the AgentLender, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, Lender has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may beLender, or (iii) shall impose any other condition with respect to this Agreement, the CommitmentsCommitment, the Notes Note or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may beLender, of making, funding or maintaining any Eurodollar Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, Lender thereon, then the Borrowers Company shall pay to such Bank or the Agent, as the case may beLender, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the AgentLender, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, Lender for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Eurodollar Rate Loan, such Bank or the Agent, as the case may be, Lender is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Eurodollar Rate LoanLoan or pursuant to subsection (b) of this Section. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivablereceivable and reason therefor, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Lender and submitted by such Bank or the Agent, as the case may be, Lender to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, rule, regulation, or guideline now in effect relating to capital adequacy, or that the adoption of, or any change in or in the interpretation by any governmental authority of any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally), or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or that compliance by any Bank or the Agent Lender with any guideline, request or directive of any such governmental authority (whether or not having the force of law)) relating to capital adequacy, or that is promulgated, made, issued, or changed, including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Agent Lender (or any corporation controlling such Bank or the AgentLender) and such Bank or the Agent, as the case may be, Lender determines that the amount of such capital required or expected to be maintained is increased by or based upon the existence of such Bank's or the Agent's Lender’s obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's Lender’s (or such controlling corporation's’s) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent Lender (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent Lender to be material, then the Borrowers Company shall pay to such Bank or the Agent, as the case may beLender, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the AgentLender, additional amounts sufficient to compensate such Bank or the Agent Lender (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or the Agent Lender reasonably determines to be allocable to the existence of such Bank's or the Agent's Lender’s obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensationcompensation and reason therefor, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Lender and submitted by such Bank or the Agent Lender to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which error in computation. (c) The Lender shall not charge any amount under this Section 3.7(b) may apply from time 3.6 unless it is charging other borrowers similarly-situated to time may be removed from the transactions evidenced Company, as reasonably determined by the Loan Documents in accordance with Section 3.11Lender, similar amounts.

Additional Costs. (a) In the event that on or after the date hereof, the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) directly affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank any Lender or the Agent, by the jurisdiction, or by by, any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes Notes, the Loans or the Advancesany Letters of Credit, and the result of any of the foregoing (i.e., (i), (ii) or (iii)) is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any LIBOR Loan or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender or the Agent, as the case may be, thereon, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate LIBOR Loan, such Bank Lender or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate LIBOR Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that on or after the date hereof, the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's Lender’s or the Agent's ’s obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's Lender’s or the Agent's ’s (or such controlling corporation's’s) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Agent to be material, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such Bank's Lender’s or the Agent's ’s obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank error in computation. (c) Each Lender will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to which compensation pursuant to this Section 3.7(b) may apply from time and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not in the judgment of such Lender be otherwise disadvantageous to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11such Lender or contrary to its policies.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) directly affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank any Lender or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans or any Letter of Credit, and the result of any of the foregoing (i.e., (i), (ii) or (iii)) is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any LIBOR Loan or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender or the Agent, as the case may be, CREDIT AGREEMENT Page 34 40 thereon, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate LIBOR Loan, such Bank Lender or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate LIBOR Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Agent to be material, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such BankLender's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In the event that case any applicable change in any law, treatyregulation, rule treaty or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank official directive or the Agent, or any interpretation or administration application thereof by any court or any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank thereof or the Agent compliance with any directive guideline or request of any such central bank or other governmental authority (whether or not having the The force of law), shall in each case after the date of this Agreement: (ia) affect the basis of taxation of payments subjects a Lender or an Agent to any Bank tax with respect to payments of principal or the Agent of interest or any other amounts payable hereunder by any a Borrower under this Agreement or otherwise with respect to the transactions contemplated hereby (other than except for taxes imposed on the overall net income of the Bank a Lender or the Agent, an Agent imposed by the jurisdiction, United States of America or by any political subdivision thereof); (b) imposes, modifies or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem deems applicable any deposit insurance, reserve, special deposit or similar requirement against assets ofheld by, or deposits with in or for the account of, or credit extended by any Bank loans by, a Lender or the an Agent, as the case may be, ; or (c) imposes upon a Lender or (iii) shall impose an Agent any other condition with respect to its performance under this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank such Lender or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce the amount of any sum income receivable by such Lender or Agent or impose any Bank expense upon such Lender or the AgentAgent with respect to any loans, thereon, then the such Lender or Agent shall notify a Borrower thereof. Borrowers shall agree to pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to Agent the amount of such increased cost increase in cost, reduction in income or reduced sum receivableadditional expense as and when such cost, prepared in good faith reduction or expense is incurred or determined, upon presentation by such Lender or Agent of a statement of the amount and setting forth such Lender's or Agent's calculation thereof, all in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, which statement shall be conclusive deemed true and binding for all purposes correct absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may ; provided, however, that a Borrower shall not be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that liable for any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable such amount attributable to any Bank or period prior to the Agent, but applicable date of hundred eighty (180) days prior to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount date of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11certificate.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether guideline, request or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-risk based capital guidelines, (a) affects or would affect the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, Agent determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's Agent s obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, or (b) shall affect the basis of taxation of payments to such Bank or the Agent of any amounts payable by the Company under this Agreement (other than taxes imposed on the overall net income of such Bank or the Agent, by the jurisdiction, or by such political subdivision or taxing authority of any such jurisdiction, in which such Bank or the Agent has its principal office), or (c) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by such Bank or the Agent, or (d) shall impose any other condition with respect to this Agreement, the Commitments or the Notes, and,with respect to any of the foregoing clauses (b), (c) and (d), the result is to increase the cost to such Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by such Bank or the Agent, as the case may be, thereon, then the Borrowers Company shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent Agent, as the case may be, (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank hereunder or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) for such increased cost or reduced sum receivable as to the extent, in the case of any Fixed Rate Loan, such Bank or the Agent, as Agent is not compensated therefor in the case may be, has calculated in good faith, (ii) a description computation of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedinterest rate applicable to such Fixed Rate Loan. Such A statement as to the amount of such compensationcompensation or increased cost or reduced sum receivable, as the case may be, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent Agent, as the case may be, to the BorrowersCompany, shall be be, conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. (a) In the event that any change in currently applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the any Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the any Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (ia) affect the basis of taxation of payments to any Bank or the any Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the any Bank or the any Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any such Bank or the such Agent, as the case may be, has its principal office), or (iib) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the any Agent, as the case may be, or (iiic) shall impose any other condition with respect to this Agreement, or any of the Commitments, the Notes or the AdvancesLoans or any Letter of Credit Advance, and the result of any of the foregoing is to increase the cost to any Bank or the any Agent, as the case may be, of making, funding or maintaining any Eurodollar Rate Loan or any Letter of Credit or to reduce the amount of any sum receivable by any such Bank or such Agent, as the Agentcase may be, thereon, then the Borrowers Company shall pay to such Bank or the such Agent, as the case may be, from time to time, upon request by such Bank (with a copy of or such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the such Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Eurodollar Rate Loan, such Bank or the Agent, as the case may be, such Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Eurodollar Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the such Agent, as the case may be, and submitted by such Bank or the such Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any change in currently applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the any Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the any Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or the such Agent (or any corporation controlling such Bank or the such Agent) and such Bank or the such Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the such Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the such Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the such Agent (or such controlling corporation) could have achieved but for such changed circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material), then the Borrowers Company shall pay to such Bank or the such Agent, as the case may be, from time to time, upon request by such Bank (with a copy of or such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or the such Agent reasonably determines to be allocable to the existence of such Bank's or the such Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the such Agent, as the case may be, and submitted by such Bank or the such Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest errorerror in computation. Any Such Bank to which this Section 3.7(b) may apply from time to time may or such Agent may, at its option, specify that such amounts be removed from paid by way of an increase in the transactions evidenced commitment fees payable by the Loan Documents in accordance with Company pursuant to Section 3.112.3(a).

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority Governmental Authority charged with the interpretation or administration thereof, or compliance by the Senior Administrative Agent or any Bank or of the Agent Lenders with any request or directive of any such authority (whether or not having the force of law), in each such case that becomes effective after the Closing Date, shall (ia) affect the basis of taxation of payments to the Senior Administrative Agent or any Bank or of the Agent Lenders of any amounts payable by the Company for Obligations or any Borrower advance under this Agreement (other than taxes imposed on the overall net income of the Bank Senior Administrative Agent or any of the Agent, Lenders by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which the Senior Administrative Agent or any Bank or of the Agent, as the case may be, Lenders has its principal office), or (iib) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by the Senior Administrative Agent or any Bank or of the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLenders, and the result of any of the foregoing is to increase the cost to the Senior Administrative Agent or any Bank or of the Agent, as the case may be, Lenders of making, funding making or maintaining any the Loan or any advance hereunder, to reduce the amount of any sum receivable by the Senior Administrative Agent or any Bank of the Lenders thereon, or to reduce the rate of return on the Senior Administrative Agent, thereon’s or any Lender’s capital, then the Borrowers Company shall pay to the Senior Administrative Agent or such Bank or the AgentLender, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Senior Administrative Agent, additional amounts sufficient to compensate the Senior Administrative Agent or such Bank or the AgentLender, as the case may be, for such increased cost or cost, reduced sum receivable or reduced rate of return to the extent, in extent the case of Senior Administrative Agent or any Eurocurrency Rate Loan, such Bank or the AgentLender, as the case may be, is not compensated therefor in the computation of the interest rate rates applicable to such Eurocurrency Rate Loanthe Loans. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A detailed statement as to the amount of such increased cost cost, reduced sum receivable or reduced sum receivablerate of return, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank the Senior Administrative Agent or the Agentany Lender, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes relative hereto, absent manifest errorerror in computation. Any The Company shall not be required to compensate the Senior Administrative Agent, any Lender or any Issuing Bank pursuant to which this Section 3.7(a) may apply from time 3.7 for any increased amounts incurred or reductions suffered more than 270 days prior to time may be removed from the transactions evidenced by date that the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Senior Administrative Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (Lender or such controlling corporation's) capital as a consequence Issuing Bank notifies the Company of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay giving rise to such Bank increased costs or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description reductions and of the event giving rise theretoSenior Administrative Agent’s, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as such Lender’s or Issuing Bank’s intention to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11claim compensation therefor.

Additional Costs. If a Change in Law: (a) In imposes or increases or renders applicable (other than to the event that extent specifically provided for elsewhere in this Agreement) any applicable lawspecial deposit, treatyreserve, rule assessment, liquidity, capital adequacy or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of an office of any Lender (including without limitation the Commitments of such Lender hereunder), shall or (b) imposes on any Lender, any Issuing Bank or any Agent any other conditions or requirements with respect to this Agreement, the other Loan Documents, the Loans, the Letters of Credit or any class of loans of which the Loans form a part or the Commitment of such Lender, hereunder, and (c) the foregoing has the result of: (i) affect increasing the basis of taxation of payments cost or reducing the return to any Lender, or any Issuing Bank of making, funding, issuing, renewing, extending or maintaining any Loan as a Loan, maintaining its Commitment or issuing or participating in the Letters of Credit, or (ii) reducing the amount of principal, interest or other amount payable to such Lender or Agent hereunder, or (iii) requiring such Lender or such Issuing Bank, as the case may be, 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 calculated by reference to the gross amount of any sum receivable or deemed received by such Lender or such Issuing Bank, as the case may be, from the Borrower hereunder, then, and in each such case, the Borrower will, upon demand made by such Lender or such Issuing Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office)at any time and from time to time and as often as the occasion therefor may arise, pay or (ii) shall impose, modify cause to be paid to such Lender or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any such Issuing Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts as will be sufficient to compensate such Lender or such Issuing Bank or the Agent, as the case may be, for such increased cost additional cost, reduction, payment or reduced sum receivable foregone interest or other sum. Notwithstanding anything contained in this Section 4.04 to the extentcontrary, in upon the case occurrence of any Eurocurrency Rate Loan, event set forth in this Section 4.04 with respect to any Lender such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable affected Lender agrees to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement designate an alternative Applicable Lending Office so as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has avoid the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting event set forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.114.04.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes Commitments or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has 36 not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank or the Agent with any directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects the amount of capital required or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requestedrequested and (iv) a statement that such Bank or the Agent, as the case may be, has not allocated to its Commitment, Borrowings or outstanding Loans a proportionately greater amount than is attributable to each of its other credit extensions that are affected similarly by compliance by such Bank or the Agent, as the case may be, whether or not such Bank or the Agent, as the case may be, allocates any portion of such amount to such other commitments or credit extensions. Such statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, shall be conclusive and binding for all purposes absent manifest error. Any error in computation. (c) The Borrowers shall have no obligation to compensate any Bank with respect to which amounts provided in this Section 3.7(b) may apply from time 3.6 with respect to time may be removed from any period prior to the transactions evidenced by date which is 90 days prior to the Loan Documents in accordance with Section 3.11date such Bank delivers its written statement hereunder requesting compensation.

Additional Costs. (a) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the AgentBank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any the Bank or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any the Bank or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank or the AgentBank, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any the Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may beBank, or (iii) shall impose any other condition with respect to this Agreement, or any of the CommitmentsCommitment, the Notes or the AdvancesLoans or any Letter of Credit, and the result of any of the foregoing is to increase the cost to any the Bank or the Agent, as the case may be, of making, funding or maintaining any Eurodollar Rate Loan or any Letter of Credit or to reduce the amount of any sum receivable by any the Bank or the Agent, thereon, then the Borrowers Company shall pay to such Bank or the Agent, as the case may beBank, from time to time, upon request by such the Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such the Bank or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Eurodollar Rate Loan, such the Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Eurodollar Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such the Bank or the Agent, as the case may be, and submitted by such the Bank or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generallyBank, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any the Bank or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such the Bank or the Agent (or any corporation controlling such Bank or the AgentBank) and such the Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such the Bank's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such the Bank's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such the Bank or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material), then the Borrowers Company shall pay to such the Bank or the Agent, as the case may be, from time to time, upon request by such the Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such the Bank or the Agent reasonably determines to be allocable to the existence of such the Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such the Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest errorerror in computation. Any The Bank to which this Section 3.7(b) may apply from time to time may may, at its option, specify that such amounts be removed from paid by way of an increase in the transactions evidenced facility fees payable by the Loan Documents in accordance with Company pursuant to Section 3.112.3(a). (c) The Bank agrees that all costs and expenses under Sections 3.7(a) and (b) shall not be requested if they are not requested of other borrowers similar to the Company, provided that the Bank's determination of similar borrowers shall be conclusive and binding absent manifest error, and shall only be charged when actually incurred by the Bank.

Additional Costs. (a) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the AgentNBD, or any interpretation interpretation, phase-in, or administration thereof by any governmental authority charged with the interpretation interpretation, phase-in, or administration thereof, or compliance by any Bank or the Agent NBD with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent NBD of any amounts payable by any Borrower under this Agreement (other than (A) taxes imposed on the overall net income of the Bank or the Agent, NBD by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, NBD has its principal office or any lending office, and (B) taxes existing as of the Effective Date on the income of financial institutions imposed under Indiana law), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, letters of credit or guarantees issued by, or credit extended by any Bank or the Agent, as the case may beNBD, or (iii) shall impose any other condition with respect to this Agreement, the CommitmentsOutstanding Facilities, the Notes Loan Documents, or the Advancesany Obligation, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may be, of making, issuing, funding or maintaining any Loan Obligation or to reduce the amount of any sum receivable by any Bank or the Agent, NBD thereon, then the Borrowers Company shall pay to such Bank or the Agent, as the case may beNBD, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agentits request, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, NBD for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loanreceivable. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, NBD and submitted by such Bank or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (ba) In the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, NBD or any interpretation interpretation, phase-in, or administration thereof by any governmental authority charged with the interpretation interpretation, phase-in, or administration thereof, or compliance by any Bank or the Agent NBD with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Agent (NBD or any corporation controlling such Bank or the Agent) NBD, and such Bank or the Agent, as the case may be, NBD determines that the amount of such capital is increased by or based upon the existence of such Bank's or the AgentNBD's obligations hereunder and such increase has the effect of reducing the rate of return on such BankNBD's or the Agentsuch corporation's (or such controlling corporation's) capital as a consequence of such its obligations hereunder to a level below that which such Bank or the Agent (NBD or such controlling corporation) corporation could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material), then the Borrowers Company shall pay to such Bank or the Agent, as the case may be, NBD from time to time, upon its request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) NBD for any increase in the amount of capital and reduced rate of return which such Bank or the Agent reasonably NBD determines to be allocable to the existence of such Bank's or the AgentNBD's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, NBD and submitted by such Bank or the Agent NBD to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(b) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation.

Additional Costs. FIRST MERCURY FINANCIAL CORPORATION CREDIT AGREEMENT (a) In the event that the adoption of, or any change in or in the interpretation by any governmental authority of, any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof), or compliance by any Bank or the Agent Lender with any guideline, request or directive of any such governmental authority that is promulgated, made, issued, or changed (whether or not having the force of law), shall (i) affect change the basis of taxation of payments to any Bank or the Agent Lender of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank or the AgentLender, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, Lender has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank or the Agent, as the case may beLender, or (iii) shall impose any other condition with respect to this Agreement, the CommitmentsCommitment, the Notes Note or the Advances, and the result of any of the foregoing is to increase the cost to any Bank or the Agent, as the case may beLender, of making, funding or maintaining any Eurodollar Rate Loan or to reduce the amount of any sum receivable by any Bank or the Agent, Lender thereon, then the Borrowers Company shall pay to such Bank or the Agent, as the case may beLender, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the AgentLender, additional amounts sufficient to compensate such Bank or the Agent, as the case may be, Lender for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Eurodollar Rate Loan, such Bank or the Agent, as the case may be, Lender is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Eurodollar Rate LoanLoan or pursuant to subsection (b) of this Section. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivablereceivable and reason therefor, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Lender and submitted by such Bank or the Agent, as the case may be, Lender to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, rule, regulation, or guideline now in effect relating to capital adequacy, or that the adoption of, or any change in or in the interpretation by any governmental authority of any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally), or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or that compliance by any Bank or the Agent Lender with any guideline, request or directive of any such governmental authority (whether or not having the force of law)) relating to capital adequacy, or that is promulgated, made, issued, or changed, including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank or the Agent Lender (or any corporation controlling such Bank or the AgentLender) and such Bank or the Agent, as the case may be, Lender determines that the amount of such capital required or expected to be maintained is increased by or based upon the existence of such Bank's or the Agent's Lender’s obligations hereunder and such increase has the effect of reducing the rate of return on such Bank's or the Agent's Lender’s (or such controlling corporation's’s) capital as a consequence of such obligations hereunder to a level below that which such Bank or the Agent Lender (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent Lender to be material, then the Borrowers Company shall pay to such Bank or the Agent, as the case may beLender, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the AgentLender, additional amounts sufficient to compensate such Bank or the Agent Lender (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank or the Agent Lender reasonably determines to be allocable to the existence of such Bank's or the Agent's Lender’s obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensationcompensation and reason therefor, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, Lender and submitted by such Bank or the Agent Lender to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which error in computation. (c) The Lender shall not charge any amount under this Section 3.7(b) may apply from time 3.6 unless it is charging other borrowers similarly-situated to time may be removed from the transactions evidenced Company, as reasonably determined by the Loan Documents in accordance with Section 3.11Lender, similar amounts.

Additional Costs. (a) In Notwithstanding any conflicting provisions of this Agreement to the event that contrary, if any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter not in effect and whether as of the date hereof shall (i) subject Agent or not presently applicable any Lender to any Bank tax, levy, impost, duty, charge, fee, deduction or the Agentwithholding of any nature with respect to any Loan, this Agreement, any Note, or any interpretation of the other Loan Documents or administration thereof the payment by Borrowers of any governmental authority amounts payable to Agent or any Lender hereunder or thereunder (other than taxes charged upon or by reference to the overall net income, profits or gains of Agent or any Lender or taxes charged with respect to any Lender's failure to comply with Section 2.21 hereof); or (ii) materially change, in the interpretation reasonable opinion of the party so affected, the basis of taxation (other than changes in tax rates applicable to taxes charged upon or administration thereofby reference to the overall net income, profits or gains of Agent or any Lender or taxes charged with respect to any Lender's failure to comply with Section 2.21 hereof) of payments to Agent or any Lender of the principal of or the interest on any Note or any other amounts payable to Agent or any Lender under this Agreement, or compliance by any Bank of the other Loan Documents; or the Agent with (iii) impose or increase or render applicable any directive of any such authority special or supplementary special deposit or reserve or similar requirements (whether or not having the force of law), shall (i) affect the basis of taxation of payments to any Bank or the Agent of any amounts payable by any Borrower under this Agreement (other than taxes imposed on the overall net income of the Bank or the Agent, by the jurisdictionagainst assets held by, or by any political subdivision or taxing authority of any such jurisdiction, deposits in which any Bank or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended any eligible liabilities of, or loans by any Bank office or the Agentbranch of, as the case may be, Agent or any Lender; or (iiiiv) shall impose on Agent or any Lender any other condition or requirement with respect to this Agreement, any Note, or any of the Commitments, the Notes or the Advancesother Loan Documents, and if the result of any of the foregoing is (A) to increase the cost to Agent or any Bank Lender of making, funding or maintaining all or any part of the principal of the Loans, or (B) to reduce the amount of principal, interest or any other sum payable by Borrowers to Agent or any Lender under this Agreement, any Note, or any of the other Loan Documents, or (C) to require Agent or any Lender to make any payment or to forego any interest or other sum payable by Borrowers to Agent or any Lender under this Agreement, any Note, or any of the other Loan 32 Documents, the amount of which payment or foregone interest or other sum is measured by or calculated by reference to the gross amount of any sum receivable or deemed received by Agent or any Lender from Borrowers under this Agreement, any Note, or any of the other Loans Documents, then, and in each such case, Borrowers will pay to Agent for Agent or the Agentaccount of a Lender, as the case may be, within sixty (60) days of makingwritten notice by Agent or such Lender, funding such additional amounts as will (in the reasonable opinion of Agent or maintaining any Loan or to reduce the amount of any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the AgentLender, as the case may be, from time to time, upon request by such Bank (with a copy of such request to ) be provided to the Agent) or the Agent, additional amounts sufficient to compensate Agent or such Bank Lender for such sum. (b) If any present or future applicable law, rule or regulation shall make it unlawful for any Borrowers to perform any one or more of its agreements or Obligations under this Agreement, any Note, or any of the other Loan Documents, then the obligations of Lenders under their respective Commitment shall terminate immediately. If any present or future applicable law, rule or regulation shall make it unlawful for any Borrowers to perform any one or more of its agreements or obligations under this Agreement, any Note, or any of the other Loan Documents, and Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate Loan, such Bank or the Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder Lender shall deliver to the Borrowers a statement setting forth at any time determine (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in which reasonable detail of the amounts requested. Such statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent, as the case may be, to the Borrowers, determination shall be conclusive and binding for on Borrowers) (i) that, as a consequence of the effect or operation (whether direct or indirect) of any such applicable law, rule or regulation, any one or more of the rights, remedies, powers or privileges of Agent or any Lender under or in respect of this Agreement, any Note, or any of the other Loan Documents shall be or become invalid, unenforceable, or materially restricted; and (ii) that all purposes absent manifest error. Any Bank or any one or more of the rights, remedies, powers and privileges so affected are of material importance to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced Agent or any Lender (as determined by the party so affected), then Agent shall, at the direction of the Required Banks, by giving notice to Borrowers, declare all of the Obligations, including, without limitation, the entire unpaid principal of the Notes, all of the unpaid interest accrued thereon and any and all other sums due and payable by Borrowers to Agent or Lenders under this Agreement, any Note, and any of the other Loan Documents in accordance with Section 3.11Documents, to be immediately due and payable, and, thereupon, such Obligations shall (if not already due and payable) forthwith become and be due and payable without further notice or other formalities of any kind, all of which are hereby expressly waived. (bc) In the event If Agent or any Lender shall reasonably determine that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter not in effect and whether or not presently applicable to any Bank or as of the Agent, but applicable to banks or financial institutions generallydate hereof regarding capital adequacy, or in the event of any change in any existing such law, rule or regulation or in the interpretation or administration thereof by any governmental authority authority, central bank or comparable agency charged with the interpretation or administration thereof, thereof or compliance by any Bank or the Agent Lender with any request or directive of any such authority regarding capital adequacy (whether or not having the force of law)) from any such authority, including any risk-based capital guidelinescentral bank or comparable agency, affects the amount of capital required has or expected to be maintained by such Bank or the Agent (or any corporation controlling such Bank or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has would have the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital capital, as a consequence of such its obligations hereunder hereunder, to a level below that which such Bank or the Agent (or such controlling corporation) Lender could have 33 achieved but for such circumstances adoption, change or compliance (taking into consideration its such Lender's policies with respect to capital adequacy) by an any amount deemed by such Bank or the Agent Lender to be material, then the Borrowers shall pay to such Bank Lender within sixty (60) days of written notice by such Lender such amount or amounts, in addition to the amounts payable under the provisions of this Agreement or any other Loan Document, as will compensate such Lender for such reduction. Determinations by any Lender of the additional amount or amounts required to compensate such Lender in respect of the foregoing shall be presumptively correct absent manifest error. In determining such amount or amounts, each Lender may use in good faith any reasonable averaging and attribution methods of general application. (d) Each Lender agrees, that upon the occurrence of any event giving rise to the operation of Section 2.11, or (a)-(c) of this Section 2.14 with respect to such Lender, it will, to the extent permitted by Applicable Law or by the relevant governmental authority, in consultation with the Agent, as for a period of thirty (30) days endeavor in good faith to avoid or minimize the case may beincrease in costs or reduction in payments resulting from such event (including, but not limited to, endeavoring to change its Lending Installation); providing, however, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, suffers no economic, legal or regulatory disadvantage. If any Lender (an "Affected Lender") shall make a demand for payment under any of such Sections, and Borrowers shall find a Lender or an assignee which offers in writing to purchase the Commitments and Advances of such Affected Lender without recourse at par on a specified date, together with accrued and unpaid interest and commitment fees thereon to the date of purchase, and tenders the purchase price of such Commitments and Advances on such specified date, and if, in the reasonable opinion of such Affected Lender, its acceptance of such offer would be permitted under Applicable Law and all relevant governmental authorities and would not result in its suffering any economic, legal, or other regulatory disadvantage, then Borrowers shall be excused from time the payment of the increased costs claimed by such Affected Lender under any of such Sections accruing after the first interest payment date pursuant to timeSection 2.18 for each Advance of such Affected Lender following such specified date, if the Affected Lender demanding payment under either such Section declines such purchase offer. If such Affected Lender accepts such purchase offer, upon request consummation of such purchase offer such Affected Lender shall cease to be a party hereto. Except as provided in the immediately preceding sentence, nothing in this Section 2.14(d) shall affect or postpone the obligations of Borrowers to make payments as provided hereunder. Any reasonable expenses incurred by such Bank (with a copy of such request to Affected Lender under this Section 2.14(d) shall be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such Bank's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to paid by the Borrowers upon delivery by such Affected Lender to Borrowers of a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement certificate as to the amount of such compensationexpenses, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, which certificate shall be conclusive and binding for all purposes absent binding, in absence of manifest error. Any Bank to which 34 (e) For purposes of this Section 3.7(b) may apply from time 2.14, "laws, rules and regulations not in effect on the date hereof" or similar words shall be deemed to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11include future interpretations of existing laws, rules and regulations.

Additional Costs. (a) In the event that on or after the date hereof, the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (i) directly affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank any Lender or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal office), or (ii) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iii) shall impose any other condition with respect to this Agreement, the Commitments, the Notes or the AdvancesLoans or any Letter of Credit, and the result of any of the foregoing (i.e., (i), (ii) or (iii)) is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any LIBOR Loan or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender or the Agent, as the case may be, thereon, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Rate LIBOR Loan, such Bank Lender or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate LIBOR Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that on or after the date hereof, the adoption of or any change in any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Agent to be material, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such BankLender's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank error in computation. (c) Each Lender will promptly notify the Company and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to which compensation pursuant to this Section 3.7(b) may apply from time and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not in the judgment of such Lender be otherwise disadvantageous to time may be removed from the transactions evidenced by the Loan Documents in accordance with Section 3.11such Lender or contrary to its policies.

Additional Costs. (a) In If the event that any applicable law, treaty, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agentadoption of, or any interpretation change in, in each case after the Closing Date, any Requirement of Law or administration thereof by any governmental authority charged with in the interpretation or administration thereof, application thereof or compliance by any Bank or the Agent Lender with any request or directive of any such authority (whether or not having the force of law), shall ) from any central bank or other Governmental Authority or the NAIC made subsequent to the Closing Date (other than such adoptions or changes as may relate to the certain Lenders' indirect ownership of the Companies): (i) affect shall subject any Lender or L/C Lender to any tax of any kind whatsoever with respect to this Agreement, any Note, any Letter of Credit or any Lender's participation therein, any L/C Document or any Loan made by it or change the basis of taxation of payments to any Bank or the Agent of any amounts payable such Lender in respect thereof by any Borrower under this Agreement Governmental Authority (other than except for taxes imposed covered by or expressly excluded from coverage by, and expressly subject to, Section 5.06, changes in the rate of tax on the overall net income or net profits of the Bank such Lender or the Agent, by the jurisdictionits Applicable Lending Office, or any affiliate thereof or franchise taxes or similar taxes imposed with respect to or in lieu of its net income or net profits by any political subdivision or taxing authority of any such jurisdiction, in which any Bank or the Agent, as the case may be, has its principal officeGovernmental Authority), or ; (ii) shall impose, modify or deem hold applicable any reserve, special deposit deposit, compulsory loan or similar requirement (including any Reserve Requirement) against assets ofheld by, deposits with or other liabilities in or for the account of, advances, loans or other extensions of credit extended by any Bank or the Agent, as the case may beby, or any other acquisition of funds by, any office of such Lender or L/C Lender which is not otherwise included in the determination of the LIBO Rate hereunder; or (iii) shall impose on such Lender or L/C Lender any other condition with respect to this Agreement, the Commitments, the Notes or the Advances, (excluding taxes); and the result of any of the foregoing is to increase the cost to any Bank such Lender or the AgentL/C Lender, as the case may beby an amount which such Lender or L/C Lender deems to be material, of making, funding converting into, continuing or maintaining any Loan LIBOR Loans or issuing or participating in Letters of Credit or to reduce the any amount receivable hereunder in respect thereof then, in any such case, Borrower shall, within 10 days of written demand therefor, pay such Lender or L/C Lender any sum receivable by any Bank or the Agent, thereon, then the Borrowers shall pay to such Bank or the Agent, as the case may be, from time to time, upon request by such Bank (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient necessary to compensate such Bank Lender or the Agent, as the case may be, L/C Lender on a net after-tax basis (taking into account any additional tax costs or tax benefits) for such increased cost or reduced sum receivable amount receivable. If any Lender or L/C Lender becomes entitled to the extentclaim any additional amounts pursuant to this subsection, in the case of any Eurocurrency Rate Loanit shall promptly notify Borrower, such Bank or the through Collateral Agent, as the case may be, is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail by reason of the amounts requestedwhich it has become so entitled. Such statement A certificate as to any additional amounts setting forth the amount calculation of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and additional amounts pursuant to this Section 5.01 submitted by such Bank Lender or the L/C Lender, through Collateral Agent, as the case may be, to the Borrowers, Borrower shall be conclusive and binding for all purposes absent manifest in the absence of clearly demonstrable error. Any Bank to which Without limiting the survival of any other covenant hereunder, this Section 3.7(a) may apply from time to time may be removed from 5.01 shall survive the transactions evidenced by termination of this Agreement and the Loan Documents in accordance with Section 3.11payment of the Notes and all other Obligations payable hereunder. (b) In the event that any applicable Lender or L/C Lender shall have determined that the adoption after the Closing Date of any law, treatyrule, rule regulation or regulation guideline regarding capital adequacy (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank or the Agent, but applicable to banks or financial institutions generally, or any interpretation change after the Closing Date therein or administration thereof by any governmental authority charged with in the interpretation or administration application thereof, ) or compliance by any Bank Lender or the Agent L/C Lender or any corporation controlling such Lender or L/C Lender with any request or directive of any such authority regarding capital adequacy (whether or not having the force of law), including ) from any risk-based capital guidelines, affects the amount of capital required central bank or expected to be maintained by such Bank other Governmental Authority or the Agent (NAIC, in each case, made subsequent to the Closing Date including, without limitation, the issuance after the Closing Date of any final rule, regulation or any corporation controlling such Bank guideline, does or the Agent) and such Bank or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such Bank's or the Agent's obligations hereunder and such increase has shall have the effect of reducing the rate of return on such BankLender's or the AgentL/C Lender's (or such controlling corporation's) 's capital as a consequence of such its obligations hereunder or under any Letter of Credit to a level below that which such Bank Lender or the Agent (L/C Lender or such controlling corporation) corporation could have achieved but for such circumstances adoption, change or compliance (taking into consideration its such Lender's or L/C Lender's or such corporation's policies with respect to capital adequacy) by an amount deemed by such Bank Lender or the Agent L/C Lender to be material, then the Borrowers from time to time, after submission by such Lender or L/C Lender to Borrower (with a copy to Collateral Agent) of a written request therefor, Borrower shall promptly pay to such Bank Lender or L/C Lender such additional amount or amounts as will compensate such Lender or L/C Lender for such reduction. (c) Failure or delay on the part of any Lender or the AgentL/C Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the L/C Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the L/C Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the L/C Lender, as the case may be, from time notifies the Borrower of the change in law giving rise to time, upon request by such Bank (with a copy increased costs or reductions and of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank or the Agent (or such controlling corporation) for any reduced rate of return which such Bank or the Agent reasonably determines to be allocable to the existence of such BankLender's or the AgentL/C Lender's obligations hereunder. Each Bank or intention to claim compensation therefor; provided, further, that, if the Agent, as the case may be, seeking compensation hereunder shall deliver change in law giving rise to the Borrowers a statement setting forth (i) such increased cost costs or reduced sum receivable as such Bank or reductions is retroactive, then the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such statement as 180-day period referred to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank or the Agent, as the case may be, and submitted by such Bank or the Agent to the Borrowers, above shall be conclusive and binding for all purposes absent manifest error. Any Bank extended to which this Section 3.7(b) may apply from time to time may be removed from include the transactions evidenced by the Loan Documents in accordance with Section 3.11period of retroactive effect thereof.

Additional Costs. (a) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), shall (ia) affect the basis of taxation of payments to any Bank Lender or the Agent of any amounts payable by any Borrower the Company under this Agreement (other than taxes imposed on the overall net income of the Bank any Lender or the Agent, by the jurisdiction, or by any political subdivision or taxing authority of any such jurisdiction, in which any Bank Lender or the Agent, as the case may be, has its principal office), or (iib) shall impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Bank Lender or the Agent, as the case may be, or (iiic) shall impose any other condition with respect to this Agreement, or any of the Commitments, the Notes or the AdvancesLoans or any Letter of Credit, and the result of any of the foregoing is to increase the cost to any Bank Lender or the Agent, as the case may be, of making, funding or maintaining any Fixed Rate Loan or any Letter of Credit or to reduce the amount of any sum receivable by any Bank Lender or the Agent, as the case may be, thereon, then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent, as the case may be, for such increased cost or reduced sum receivable to the extent, in the case of any Eurocurrency Fixed Rate Loan, such Bank Lender or the Agent, as the case may be, Agent is not compensated therefor in the computation of the interest rate applicable to such Eurocurrency Fixed Rate Loan. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent, as the case may be, to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest error. Any Bank to which this Section 3.7(a) may apply from time to time may be removed from the transactions evidenced by the Loan Documents error in accordance with Section 3.11computation. (b) In the event that any applicable law, treatytreaty or other international agreement, rule or regulation (whether domestic or foreign) now or hereafter in effect and whether or not presently applicable to any Bank Lender or the Agent, but applicable to banks or financial institutions generally, or any interpretation or administration thereof by any governmental authority charged with the interpretation or administration thereof, or compliance by any Bank Lender or the Agent with any guideline, request or directive of any such authority (whether or not having the force of law), including any risk-based capital guidelines, affects or would affect the amount of capital required or expected to be maintained by such Bank Lender or the Agent (or any corporation controlling such Bank Lender or the Agent) and such Bank Lender or the Agent, as the case may be, determines that the amount of such capital is increased by or based upon the existence of such BankLender's or the Agent's obligations hereunder and such increase has the effect of reducing the rate of return on such BankLender's or the Agent's (or such controlling corporation's) capital as a consequence of such obligations hereunder to a level below that which such Bank Lender or the Agent (or such controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank or the Agent to be material), then the Borrowers Company shall pay to such Bank Lender or the Agent, as the case may be, from time to time, upon request by such Bank Lender (with a copy of such request to be provided to the Agent) or the Agent, additional amounts sufficient to compensate such Bank Lender or the Agent (or such controlling corporation) for any increase in the amount of capital and reduced rate of return which such Bank Lender or the Agent reasonably determines to be allocable to the existence of such BankLender's or the Agent's obligations hereunder. Each Bank or the Agent, as the case may be, seeking compensation hereunder shall deliver to the Borrowers a statement setting forth (i) such increased cost or reduced sum receivable as such Bank or the Agent, as the case may be, has calculated in good faith, (ii) a description of the event giving rise thereto, and (iii) a calculation in reasonable detail of the amounts requested. Such A statement as to the amount of such compensation, prepared in good faith and in reasonable detail by such Bank Lender or the Agent, as the case may be, and submitted by such Bank Lender or the Agent to the BorrowersCompany, shall be conclusive and binding for all purposes absent manifest errorerror in computation. Any Bank to which this Section 3.7(b) may apply from time to time may Such Lender or the Agent may, at its option, specify that such amounts be removed from paid by way of an increase in the transactions evidenced commitment fees payable by the Loan Documents in accordance with Company pursuant to Section 3.112.3(a).