Common use of Additional Costs Clause in Contracts

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans subject to Libor Accounts or Letters of Credit hereunder or its obligation to make issue or participate in any Letter of such LoansCredit, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the United States of America or the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Libor Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Ratethis Agreement); or (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(asubsection 6.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(asubsection 6.1(a). If A Bank may only request compensation under this subsection 6.1(a) for Additional Costs incurred (i) at any Lender time after the date which is three (3) months prior to the date the Bank requests such compensation from and (ii) at any time after it has notified the Borrower it will request compensation under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicablesubsection 6.1(a). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 6.1 of the effect of any Regulatory Change on its costs of maintaining its obligation Loans subject to make Loans a Libor Account or to issue or participate in Letters of Credit or of making or maintaining Loans subject to a Libor Account or issuing or participating in Letters of Credit or on amounts receivable by it in respect of such Loans or Letters of Credit, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to time, promptly upon time on demand such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its obligation to make any of such Loansloans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the loans); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)"; or or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate Loans and to convert loans of any other type into, Eurodollar Loans loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without duplication), Borrower shall pay directly to the Agent from time to time on request such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its loans hereunder or its obligation to make loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Eurodollar Base Rate has been adjusted to reflect such costs. The Agent will notify Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 13.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining loans or its obligation to make Loans or of making or maintaining Loans loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that that, such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment basis and absent manifest error and having a retroactive effect of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is no more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyone hundred twenty (120) days.

Additional Costs. (a) The Each Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which: (i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or (ii2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar “LIBOR Interest Rate" ” in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank’s Loan Commitment hereunder); or (iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify Notwithstanding the Borrower foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide notice thereof to Borrowers (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and each Borrower shall have the option, which option must be exercised within five (5) Banking Days of such Lender Borrower’s receipt of such notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender Bank either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement herein or a category of extensions of credit or other assets of such Lender Bank which includes Eurodollar Loans loans based on the LIBOR Interest Rate or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower Borrowers (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) effect. Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional CostsBank under this Section, shall be conclusive in the absence of absent manifest error. To the extent that changing the jurisdiction of a Bank’s Applicable Lending Office would have the effect of minimizing Additional Costs, each such Bank shall use reasonable efforts to make such a change, provided that same would not otherwise be disadvantageous to each such determinations and allocations are made on a reasonable basisBank. Notwithstanding anything to the contrary contained herein, the Borrower No Bank shall not be required to make any payment of Additional Costs entitled to any Lender compensation pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 ninety (90) days prior to the date notice thereof is given to Borrowers by such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyBank.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to timetime within five (5) Banking Days after demand, promptly upon such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its obligation to make any of such Loansloans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the loans); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans loans or any deposits referred to in the definition of "“Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)”; or or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate Loans and to convert loans of any other type into, Eurodollar Loans loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without duplication), Borrower shall pay directly to the Agent from time to time within five (5) Banking Days after request, such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its loans hereunder or its obligation to make loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Eurodollar Base Rate has been adjusted to reflect such costs. The Agent will notify Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 13.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining loans or its obligation to make Loans or of making or maintaining Loans loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that that, such determinations and allocations are made on a reasonable basisbasis and absent manifest error and having a retroactive effect of no more than one hundred twenty (120) days. Notwithstanding anything to Upon the contrary contained hereinrequest of the payor(s) under this Section 13.01, the Borrower Agent or Bank, as the case may be, shall not be required to make any payment promptly provide an explanation in reasonable detail of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period the applicable event and the calculations of time which is more than 180 days prior to the amounts contained in such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelydemand or request.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate it for any increases in costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans under this Agreement or its Note or its obligation to make any of such Loans, LIBOR Loans hereunder or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such LIBOR Loans or obligations such obligation or capital in respect of this Agreement (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Revolving Credit Note in respect of any of such LIBOR Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such LIBOR Loans by the jurisdiction in which such Lender the Bank has its principal office office); or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans the Bank; or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines by furnishing Borrower a written statement describing the Additional Costs entitling it to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis hereunder and the amount Bank's method of each request of allocating to Borrower such Lender for compensation under this Section 4.1(a)Additional Costs. If any Lender the Bank requests compensation from the Borrower under this Section 4.1(aor under Section 5.01(c), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), may suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until of the Regulatory Change giving rise type with respect to which such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)compensation is requested. (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, if by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Determinations Without limiting the effect of the foregoing provisions of this Section, Borrower shall pay directly to the Bank from time to time on request such amounts as the Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate the Bank for any Additional Costs which are attributable to the maintenance by it or any of its affiliates (pursuant to any Regulatory Change) of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it would have achieved but for such Regulatory Change). The Bank will notify Borrower if it is entitled to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof by furnishing Borrower with a written statement describing the Additional Costs entitling it to compensation hereunder and the Bank's method of allocating to Borrower such Additional Costs. (d) Reasonable determinations and allocations by any Lender the Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to Sections 5.01(a), (b) or (c) on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank, shall be conclusive in absent demonstrated error. (e) Any amounts the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender Bank receives pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 shall not apply be duplicative of compensation payable to Additional Costs attributable to any Regulatory Change which takes effect retroactivelythe Bank under Section 5.05.

Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans hereunder to the Company or its obligation to make any of such LoansLoans hereunder to the Company, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an "ADDITIONAL COST EVENT") as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) PROVIDED, that the Company shall not be obligated to compensate such Lender for any such Additional Costs incurred more than 180 days prior to the time the Lender first notifies the Company of such Additional Cost Event. Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate additional Eurocurrency Loans into, Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Eurocurrency Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein. (d) If any Lender demands compensation under this Section, the Borrower shall not be required to make Company may, at any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days upon at least three (3) Business Days' prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans of such Lender (in which case the Company shall be obligated, if such conversion is made on a day that is not the last day of the then current Interest Period applicable to such affected Eurocurrency Loan, to reimburse such Lender's request , in accordance with Section 6.05, for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply any resulting loss or expense incurred by it) to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyan ABR Loan.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any Regulatory Change whichthat: (i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Lender hereunder); oror Credit Agreement ---------------- (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitments. Each If any Lender will notify requests compensation from the Borrower under this Section 5.01(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such -------- Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrower shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Lender shall notify the Borrower of any event occurring after the Closing Date which will entitle date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) if any -------- Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 4.1(a) as promptly as practicable 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after it obtains knowledge thereof and determines the date 45 days prior to request the date that such compensation, Lender does give such notice and (if so requested by the Borrowerii) each Lender will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided except that such Lender Credit Agreement ---------------- shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish to the Borrower with a certificate setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender paragraph (with a copy to the Administrative Agent), suspend the obligation of such Lender to make a) or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) 5.01. Determinations and allocations by any Lender for purposes of this Section 4.1 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans or of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable -------- basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to timetime within five (5) Banking Days after demand, promptly upon such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Rate Loans under this Agreement or its obligation to make any of such Loansloans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the loans); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans loans or any deposits referred to in the definition of "“Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)”; or or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate Loans and to convert loans of any other type into, Eurodollar Loans loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without duplication), Borrower shall pay directly to the Agent from time to time within five (5) Banking Days after request, such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its loans hereunder or its obligation to make loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Eurodollar Base Rate has been adjusted to reflect such costs. The Agent will notify Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 13.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining loans or its obligation to make Loans or of making or maintaining Loans loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that that, such determinations and allocations are made on a reasonable basisbasis and absent manifest error and having a retroactive effect of no more than one hundred twenty (120) days. Notwithstanding anything to Upon the contrary contained hereinrequest of the payor(s) under this Section 13.01, the Borrower Agent or Bank, as the case may be, shall not be required to make any payment promptly provide an explanation in reasonable detail of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period the applicable event and the calculations of time which is more than 180 days prior to the amounts contained in such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelydemand or request.

Additional Costs. (a) The Borrower shall Transferor shall, subject to Section 9.11(b), pay directly to each Lender any Affected Party from time to time, promptly upon the request time on demand of such LenderAffected Party, the such amounts as such Affected Party may reasonably determine to be necessary to compensate it for any increase in costs incurred by which any such Lender which such Lender party reasonably determines are attributable to its making acquiring or committing to acquire the Transferred Assets or maintaining all or any portion of any Eurodollar Loans or its obligation to make any of such Loansthe Net Investment under this Agreement, or any reduction in any amount receivable by such Lender Affected Party hereunder in respect of any such Loans or obligations under the relevant Conduit Support Document (such increases in costs costs, payments and reductions in amounts receivable being herein called "“Additional Costs"), ”) resulting from any Regulatory Change which: or from time to time complying with, or implementing, any Regulatory Change, which (i) changes the method or basis of taxation in the jurisdiction in which the party claiming Additional Costs is organized or in which the party claiming Additional Costs maintains its lending office for the transactions contemplated hereby of (A) any amounts payable to such Lender Affected Party, under this Agreement or its Notes any relevant Conduit Support Document or (B) such amounts when considered together with any amounts to be paid by any Affected Party who is a Conduit Purchaser in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender its Commercial Paper or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capitaldeposit insurance or assessment, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender any Conduit Purchaser, Committed Purchaser or Conduit Support Provider. Notwithstanding the foregoing, the Transferor shall not be required to make any payment under this Section 8.3 relating to (including i) any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is amount included in the calculation computation of LIBOR, or (ii) increased expenses incurred, amounts not received, or required payments made more than 60 days prior to the date of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or certificate of notice of such Additional Costs delivered by the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy Affected Party to the Administrative Agent) of Transferor. If at any event occurring after the Closing Date which will entitle such Lender time a demand for payment is to compensation be made pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines 8.3(a), the applicable Affected Party shall deliver to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with Transferor a certificate in reasonable detail setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to be paid to such Lender (with a copy to the Administrative Agent), suspend the obligation of Affected Party at such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)time. (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender the Affected Party for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, 8.3 shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made in good faith and on a reasonable basis. Notwithstanding anything , reasonable written evidence (including an explanation of the applicable Regulatory Change and a reasonably detailed computation of an accounting for any amounts demanded) of which shall be provided to the Transferor upon request. (c) Anything in this Section 8.3 to the contrary contained hereinnotwithstanding, if the Borrower Affected Party is a Conduit Purchaser and such Affected Party enters into agreements for the acquisition of interests in receivables from Other Transferors, such Affected Party shall not be required to make allocate ratably among the Transferor and such Other Transferors the liability for any payment of Additional Costs to any Lender pursuant to amounts under this Section 4.1 with respect 8.3 (“Section 8.3 Costs”) which are attributable to Additional the Transferor and Other Transferors which amounts shall be paid by the Transferor or the Other Transferors; provided, that if such Section 8.3 Costs relating are attributable to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall Transferor and not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.Other Transferor, the Transferor shall be solely liable for such Section 8.3 Costs or if such Section 8.3 Costs are attributable to Other Transferors and not attributable to the Transferor, such Other Transferors shall be solely liable for such Section 8.3

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any increased costs which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any or maintain a LIBOR Loan, or if a Prime Based Loan must be converted into a LIBOR Loan in accordance with Section 2.11 of such Loansthis Agreement, or any reduction in any amount receivable by such Lender hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which: (i1) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any LIBOR Loan), or any commitment of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar RateLender (including such Lender's Loan Commitment hereunder); or (iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aliabilities). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Rate is determined as provided in this Agreement herein or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans loans based on the LIBOR Rate or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make maintain the Loan (or Continue making, or Convert Base portions thereof) at the LIBOR Based Rate Loans into, Eurodollar Loans hereunder (and Borrower's right to request same) shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) effect. Determinations and allocations by any a Lender for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section, shall be conclusive absent manifest error. Notwithstanding any other provisions in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Note or this Agreement to the contrary contained hereincontrary, if the Borrower shall not be required to make any payment of Additional Costs to any Lender Borrower pursuant to this Section 4.1 with respect 3.01 exceed 1% per annum, Borrower shall have the right to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that prepay this Loan during the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyfirst eighteen (18) months from the date hereof without a Prepayment Charge.

Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may reasonably determine to be necessary to compensate it for any costs which such Lender determines are attributable to its making or maintaining any Loans under this Agreement or its Note or the participation in Letters of any Eurodollar Loans Credit, or its obligation to make any such Loans or participate in Letters of such LoansCredit hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note in respect of any Loans or Letters of such Loans Credit (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.02); or or (iii) imposes any other condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to the Administrative Agent) Company of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a5.01(a) as promptly as practicable after it obtains knowledge thereof and thereof, if it determines to request such compensation, and (if so requested by will set forth in reasonable detail the Borrowerbasis for and manner of determining such compensation; provided, however, that the Company shall not be required to compensate a Lender pursuant to this Section 5.01(a) will designate a different Applicable Lending Office for any Additional Costs incurred more than 180 days prior to the Eurodollar Loans of date that such Lender if notifies the Company of the Regulatory Change giving rise to such designation will avoid the need for, or reduce the amount of, such compensation Additional Costs and will not, in the sole opinion of such Lender's intention to claim compensation therefor; provided further, violate any lawhowever, rule or regulation or be in any way disadvantageous that if the Regulatory Change giving rise to such LenderAdditional Costs is retroactive, provided that such Lender then the 180-day period shall have no obligation be extended to so designate an Applicable Lending Office located in include the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount period of each request of such Lender for compensation under this Section 4.1(a)retroactive effect thereof. If any Lender requests compensation from the Borrower Company under this Section 4.1(a5.01(a), or under Section 5.01(c), the Borrower Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until of the Regulatory Change giving rise type with respect to which such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)compensation is requested. (b) Without limiting the effect of the foregoing provisions of this Section 4.15.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans of such type hereunder shall be suspended until the earlier to occur of (y) the date such Lender is no longer within the restrictions of such Regulatory Change or (z) the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.04 shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any increased costs which it determines are attributable to the maintenance by it or any of its Affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Loans or Letters of Credit hereunder or its obligation to make Loans or participate in Letters of Credit hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Lender to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the Company if it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it obtains knowledge of the facts that entitled it to such compensation, if it determines to request such compensation, and will set forth in reasonable detail the basis for and manner of determining such compensation. (d) Determinations and allocations by any a Lender for purposes of this Section 4.1 5.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or its obligation to make Loans or participate in Letters of making or maintaining Loans Credit, or on amounts receivable by by, or the rate of return to, it in respect of Loans Loans, Letters of Credit or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which: (i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or (ii2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Interest Rate" in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank's Loan Commitment hereunder); or (iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify Notwithstanding the foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide written notice thereof to Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and Borrower shall have the option, which option must be exercised within five (5) Banking Days of Borrower's receipt of such Lender notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender Bank either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or of other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender Bank which includes Eurodollar Loans loans based on the LIBOR Interest Rate or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.Administrative

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Lender Bank which such Lender Bank determines are directly attributable to its making or maintaining of any Revolving Loans subject to Eurodollar Loans Accounts hereunder or its obligation to make any of such LoansRevolving Loans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Revolving Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes Revolving Note in respect of any of such Revolving Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Revolving Loans by the United States of America or the jurisdiction in which such Lender Bank has its principal office Principal Office or such Applicable Lending Office); (ii) imposes or modifies any reservereserve (other than the Reserve Requirement), special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Revolving Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Revolving Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder and which results in additional cost or thereunderexpense to the Bank. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a7.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Revolving Loans of affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a7.1(a). If any Lender Bank requests compensation from the Borrower under this subsection Section 4.1(a7.1(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank to make Revolving Loans subject to Eurodollar Accounts or Continue making, Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Loans into, Accounts into Eurodollar Loans Accounts until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 7.4 hereof shall be applicableapplicable with respect to such Eurodollar Accounts). (b) Without limiting the effect of the foregoing provisions of this Section 4.17.1, in the event that, by reason of any Regulatory Change, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on the Revolving Loans subject to Eurodollar Loans Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender Bank which includes Revolving Loans subject to Eurodollar Loans Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make Revolving Loans subject to Eurodollar Accounts or Continue making, Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Loans into, Accounts into Eurodollar Loans Accounts hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 7.4 hereof shall be applicable). (c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 7.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Revolving Loans or of making or maintaining Revolving Loans or on amounts receivable by it in respect of Loans the Revolving Loans, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of If any Eurodollar Loans or its obligation to make any of such Loans, or any reduction Change in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichLaw shall: (i) changes impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the basis of taxation of any amounts payable to such Lender under this Agreement account of, or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office)credit extended by, Citibank; (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes impose on Citibank any other condition affecting this Agreement or any Credit; or (iii) change the Notes or any extensions basis of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify taxation of payments to Citibank in respect thereof (except for Indemnified Taxes, Excluded Taxes and changes in the Borrower (with a copy to rate of tax on the Administrative Agent) overall net income of Citibank); and the result of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case increase the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation cost to make Loans or Citibank of making or maintaining Loans any Credit or on amounts to reduce the amount of any sum received or receivable by Citibank, then the Applicant agrees that it will pay to Citibank such additional amount or amounts as will compensate Citibank for such additional costs incurred or reduction suffered. Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in respect of Loans each case pursuant to Basel III, and (ii) the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a Change in Law, regardless of the additional date enacted, adopted or issued. A certificate of Citibank setting forth Citibank’s good faith determination of the amount or amounts required necessary to compensate such Lender in respect of any Additional Costs, it as specified above shall be delivered to the Applicant and shall be conclusive in the absence of and binding upon all parties hereto absent manifest error. The Applicant shall pay Citibank the amount shown as due on any such certificate within 10 days after receipt thereof by the Applicant; provided, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower Applicant shall not be required to make any payment of Additional Costs to any Lender compensate Citibank pursuant to this Section 4.1 with respect to Additional Costs relating to for any period of time which is increased costs or reductions incurred more than 180 90 days prior to the date that Citibank notifies the Applicant of the Change in Law giving rise to such Lender's request increased costs or reductions and of Citibank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 90 day period referred to above shall be extended to include the period of retroactive effect thereof. Notwithstanding any other provision of this Section, Citibank shall not demand compensation for any increased cost or reduction pursuant to this Section if Citibank is not demanding such Additional Costs, provided that the foregoing compensation in similar circumstances under comparable provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyother credit agreements.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Agent from time to time, promptly upon time on demand such amounts as any Bank may reasonably determine to be necessary to compensate it for any costs which the request of such Lender, the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Rate Loans under this Agreement or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Officeis deemed to hold the Loans); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)"; or or (iii) imposes any other condition affecting this Agreement or the Notes (or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities), except to the extent any such Regulatory Change has previously resulted in a change in the calculation of Eurodollar Rate as a result of being included in the Reserve Requirement used in calculating such Eurodollar Rate. Each Lender The Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a13.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.113.01, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Without limiting the effect of the foregoing provisions of this Section 13.01 (but without dupli- cation), the Borrower shall pay directly to the Agent from time to time on request such amounts as the Agent may determine to be necessary to compensate any Bank for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any Regulatory Change of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such Regulatory Change), except to the extent the Base Rate has been adjusted to reflect such costs. The Agent will notify the Borrower if any Bank is entitled to compensation pursuant to this Section 13.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by any Lender the Agent or Bank for purposes of this Section 4.1 13.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 13.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment basis and absent manifest error and having a retroactive effect of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is no more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyone hundred twenty (120) days.

Additional Costs. (a) The Each Borrower shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any costs which such Lender determines are attributable to its making or maintaining any Eurocurrency Loans to such Borrower under this Agreement or its Revolving Credit Note of any Eurodollar Loans such Borrower or its obligation to make any of such LoansEurocurrency Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Eurocurrency Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Revolving Credit Notes in respect of any of such Eurocurrency Loans to such Borrower (other than taxes imposed on the overall net income or profits of such Lender or of its Applicable Lending Office for any of such Eurocurrency Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office, or any branch or franchise tax applicable thereto); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Eurocurrency Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.01); or or (iii) imposes any other condition affecting this Agreement or the its Revolving Credit Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the applicable Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the a Borrower under this Section 4.1(a4.01(a), the or under Section 4.01(c), such Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of require that such Lender Lender's affected Eurocurrency Credit Loans with respect to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to which such request ceases to compensation is requested be converted in effect (in which case the provisions of accordance with Section 4.4 hereof shall be applicable)4.04. (ba) Without limiting the effect of the foregoing provisions of this Section 4.14.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the applicable Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingrenew, or Convert Base and to convert Variable Rate Loans and unaffected Eurocurrency Loans into, Eurodollar affected Eurocurrency Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all affected Eurocurrency Loans held by such Lender then outstanding shall be converted in which case accordance with Section 4.04). (b) Without limiting the effect of the foregoing provisions of this Section 4.4 hereof 4.01 (but without duplication), each Borrower shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be applicablenecessary to compensate such Lender for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Revolving Credit Loans to such Borrower hereunder or its obligation to make Revolving Credit Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Lender to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the applicable Borrower if it is entitled to compensation pursuant to this Section 4.01(c) as promptly as practicable after it determines to request such compensation. (c) Determinations and allocations by any a Lender for purposes of this Section 4.1 4.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Revolving Credit Loans or its obligation to make Loans or of making or maintaining Loans Revolving Credit Loans, or on amounts receivable by by, or the rate of return to, it in respect of Revolving Credit Loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 4.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any increased costs which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Loan, or its obligation to make convert any of such LoansBase Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such LIBOR Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting resulting, in each case, from any Regulatory Change which: (i) subjects such Lender to any tax of any kind whatsoever with respect to, or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes the Revolving Credit Note in respect of any of such LIBOR Loans (other than changes in the rate of taxes imposed on or measured by the overall net income of such Lender or of its Applicable Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) (other than to the extent of the LIBOR Reserve Requirement, taken into account in determining the LIBOR Interest Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans LIBOR Loans, or any deposits referred to in the definition of "Eurodollar LIBOR Interest Rate" in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Rate)Lender; or (iiia) imposes any other condition affecting this Agreement or the Notes Revolving Credit Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aliabilities). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.12.12, in the event that, by reason of any Regulatory Change, any Lender either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.incurs

Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeOffice and other than Taxes and Other Taxes);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio insurance assessment or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof1.01 hereof but excluding, but excluding the Reserve Requirement with respect to the extent it is included any such Eurodollar Loan, any reserve requirements reflected in the calculation of the Adjusted applicable Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a4.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a4.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, additional Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 4.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.14.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject generally to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingcontinue, or Convert to convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until the date such Lender withdraws such notice or such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 4.04 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 4.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender the Bank from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank may determine to be necessary to compensate it for any costs which the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans under this Agreement or the Notes or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its the Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender the Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office the Principal Office or such Applicable Lending OfficeOffice is located); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBO Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.1); or or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) Borrowers of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a3.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.13.1, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrowers, the obligation of such Lender the Bank to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (effect, and the Borrowers shall on the last day(s) of the then current Interest Period(s) for the outstanding Loans of such type, either prepay such Loans or convert such Loans into another type of Loan in which case the provisions of accordance with Section 4.4 hereof shall be applicable). 2.5. 18 (c) Determinations and allocations by any Lender for purposes Without limiting the effect of the foregoing provisions of this Section 4.1 3.1 (but without duplication), the Borrowers shall pay to the Bank from time to time on request such amounts as the Bank may determine to be necessary to compensate the Bank for any costs which it determines are attributable to the maintenance by it or any of the effect its affiliates pursuant to any law or regulation of any Regulatory Change jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its costs of maintaining Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or of making or maintaining Loans or on amounts receivable by it in respect of Loans and equity of the additional amounts required Bank to compensate a level below that which it could have achieved but for such Lender in respect of any Additional Costslaw, shall be conclusive in regulation, interpretation, directive or request). The Bank will notify the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Borrowers if it is entitled to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender compensation pursuant to this Section 4.1 with respect 3.1(c) as promptly as practicable after it determines to Additional Costs relating to any period of time which is more than 180 days prior to request such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelycompensation.

Additional Costs. (aA) The Borrower shall pay directly acknowledges that the terms and conditions of the Agreement have been determined in accordance with the legal and tax data on the date that the Agreement is signed. Consequently, if the Bank(s) was (were) legally subject to each Lender from time to timea tax (other than income tax and additional contributions) or regulatory, promptly upon or prudential measure or any other measure resulting in a significant increase in the request cost of such Lendertheir interests or their obligations under the Loan, the costs incurred by such Lender which such Lender determines are attributable to its making following a new legislative or maintaining of any Eurodollar Loans or its obligation to make any of such Loansregulatory provisions another administrative measure, or any new construction of a legislative or regulatory provision by any competent authority, of an obligatory nature, or any other measure of an obligatory nature which has the effect of significantly reducing the net revenue from its (their) Participation (this increase in cost or any other reduction in any amount receivable by such Lender hereunder in respect revenue, net of any such Loans or obligations positive tax impact for the Bank(s) is called ‘the Supplementary Cost’) the Borrower undertakes, if requested by the Agent acting on behalf of the Banks, to firstly pay the whole of the Supplementary Costs which the Bank(s) will have to support, providing that, the Borrower is provided with of the documents and elements enabling it to differentiate and to quantify the said Supplementary Cost, and secondly, the provisions of Paragraphs (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"B), resulting from any Regulatory Change which:(C), (D) and (E) below. (iB) changes It is expressly agreed that any reasonably foreseeable change in the basis legislation on the date of taxation the signature of the Agreement, and any impact of the decision of the Basle Committee II, as described in the publications of Bale Committee II before the date that the Agreement is signed, will not give rise to the application of the provisions of Paragraph (A) above. (C) The Agent will immediately inform the Borrower in writing of any amounts payable event which to its knowledge, would permit the Bank(s) to benefit from the provisions of Paragraph 9.1 (A) and will endeavor to exempt the Borrower from paying such Lender a Supplementary Cost, in particular by transferring the Bank’s(s’) rights and obligations under this Agreement to one or more of its Notes (their) branches and to other banks which may not be affected by this event. (D) If the Agent requests the Borrower to pay a Supplementary Cost under Paragraph 9.1 (A), after the Agent has informed it that it is impossible to exempt it from this payment, the Borrower can repay the whole amount owed to the Bank(s) under the Agreement, in respect principal, interest, late interest, fee, costs and incidental expenses, to the exclusion of any the Supplementary Cost. No penalty will be applied to this type of such Loans prepayment, including if the Loan is refinanced by third party banks. (E) If the Borrower agrees to pay a Supplementary Cost, the Agent and the Borrower will meet as quickly as possible to decide whether it is necessary to take this Supplementary Cost into account when calculating the Financial ratios. If an agreement is not reached, the Borrower can revoke on its agreement to pay the Supplementary Cost and pay all the sums owed to the Bank(s) under the Agreement, in principal, late interest, fee, costs and incidental expenses. No penalty will be applied to this type of prepayment, including if the Loan is refinanced by third party banks. (F) If the Borrower pays a sum on dates other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in those which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to are stipulated in the definition Agreement, apart from cases of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation voluntary or mandatory prepayment of the Adjusted Eurodollar RateLoan under Articles 5.2, 5.3, 7.1 (E); or , 9.1 (iiiD), 9.1 (E) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower and 9.2 (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(aB), the Borrower maywill indemnify the Agent the resulting rollover losses, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect on behalf of the foregoing provisions of this Section 4.1Banks, in on ordinary request from it, providing that it is provided with all documents or elements enabling it to distinguish and to quantify the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)said rollover losses. (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Lender Bank which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans or Accounts hereunder, its obligation to make any such Revolving Loans hereunder or its obligation to issue or participate in any Letter of such Loans, Credit or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans Revolving Loans, Letters of Credit or such obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Revolving Notes in respect of any of such Revolving Loans or Letters of Credit (other than franchise taxes and taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Revolving Loans or Letters of Credit by the United States of America or the jurisdiction in which such Lender Bank has its principal office Principal Office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans Revolving Loans, Letters of Credit or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, hereof but excluding the Reserve Requirement to the extent it is included any changes in the calculation Reserves Requirement already taken into consideration in the definition of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or Agreement, the Notes Revolving Notes, the Letters of Credit or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).this (b) Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory Change, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on the Revolving Loans subject to Eurodollar Loans Accounts is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender Bank which includes Revolving Loans subject to Eurodollar Loans Accounts or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make Revolving Loans subject to Eurodollar Accounts or Continue making, Eurodollar Accounts as Eurodollar Accounts or Convert Base Rate Loans into, Accounts into Eurodollar Loans Accounts hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable). (c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Revolving Loans subject to Eurodollar Accounts or issue or participate in Letters of Credit or of making or maintaining Revolving Loans subject to Eurodollar Accounts or on amounts receivable by it in respect of such Revolving Loans or Letters of Credit, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which: (i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or (ii2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Interest Rate" in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank's Loan Commitment hereunder); or (iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify 27 Notwithstanding the foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide notice thereof to Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and Borrower shall have the option, which option must be exercised within five (5) Banking Days of Borrower's receipt of such Lender notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender Bank either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement herein or a category of extensions of credit or other assets of such Lender Bank which includes Eurodollar Loans loans based on the LIBOR Interest Rate or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) effect. Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional CostsBank under this Section, shall be conclusive in the absence of absent manifest error. To the extent that changing the jurisdiction of a Bank's Applicable Lending Office would have the effect of minimizing Additional Costs, each such Bank shall use reasonable efforts to make such a change, provided that same would not otherwise be disadvantageous to each such determinations and allocations are made on a reasonable basisBank. Notwithstanding anything to the contrary contained herein, the Borrower No Bank shall not be required to make any payment of Additional Costs entitled to any Lender compensation pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 ninety (90) days prior to the date notice thereof is given to Borrower by such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyBank.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate it for any increases in costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans under this Agreement or its Note or its obligation to make any of such Loans, LIBOR Loans hereunder or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such LIBOR Loans or obligations such obligation or capital in respect of this Agreement (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Revolving Credit Note in respect of any of such LIBOR Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such LIBOR Loans by the jurisdiction in which such Lender the Bank has its principal office office); or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans the Bank; or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines by furnishing Borrower a written statement describing the Additional Costs entitling it to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis hereunder and the amount Bank's method of each request of allocating to Borrower such Lender for compensation under this Section 4.1(a)Additional Costs. If any Lender the Bank requests compensation from the Borrower under this Section 4.1(aor under Section 5.01(c), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), may suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until of the Regulatory Change giving rise type with respect to which such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)compensation is requested. (b) Without limiting the effect of the foregoing provisions of this Section 4.1Section, in the event that, if by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Determinations Without limiting the effect of the foregoing provisions of this Section, Borrower shall pay directly to the Bank from time to time on request such amounts as the Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate the Bank for any Additional Costs which are attributable to the maintenance by it or any of its affiliates (pursuant to any Regulatory Change) of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it would have achieved but for such Regulatory Change). The Bank will notify Borrower if it is entitled to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof by furnishing Borrower with a written statement describing the Additional Costs entitling it to compensation hereunder and the Bank's method of allocating to Borrower such Additional Costs. (d) Reasonable determinations and allocations by any Lender the Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to Sections 5.01(a), (b) or (c) on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank, shall be conclusive in the absence of manifest absent demonstrated error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Each Borrower shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans hereunder to such Borrower or its obligation to make any of such LoansLoans hereunder to such Borrower, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the relevant Borrower (with a copy to through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an "ADDITIONAL COST EVENT") as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) PROVIDED, that a Borrower shall not be obligated to compensate such Lender for any such Additional Costs incurred more than 180 days prior to the time the Lender first notifies such Borrower of such Additional Cost Event. Each Lender will furnish the relevant Borrower with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the a Borrower under this Section 4.1(a6.01(a), the relevant Borrower may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate additional Eurocurrency Loans into, Eurodollar Loans to such Borrower until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the relevant Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Eurocurrency Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein. (d) If any Lender demands compensation under this Section, the relevant Borrower may, at any time upon at least three (3) Business Days' prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans of such Lender (in which case the relevant Borrower shall be obligated, if such conversion is made on a day that is not be required to make any payment the last day of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior the then current Interest Period applicable to such affected Eurocurrency Loan, to reimburse such Lender's request , in accordance with Section 6.05, for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply any resulting loss or expense incurred by it) to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyan ABR Loan.

Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may reasonably and in good faith determine to be necessary to compensate such Lender for any increased costs that such Lender reasonably and in good faith determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichthat: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note in respect of any of such Loans (other than taxes imposed on or measured by the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than, in the case of any Lender for any period as to which the Company is required to pay any amount under paragraph (e) below, the reserves against "Eurocurrency liabilities" under Regulation D therein referred to) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender hereunder (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Lender); or (iii) imposes any other condition affecting this Agreement or the Notes its Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)its Commitments. If any Lender requests compensation from the Borrower Company under this Section 4.1(a5.01(a), the Borrower Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue makingEurodollar Loans, or to Convert Base Rate Loans intointo Eurodollar Loans, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested to the extent such Lender certifies that such compensation is still payable notwithstanding such suspension. (b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 4.15.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingContinue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable)) and the Company shall not be obligated to pay any Additional Costs for which the Lender ceases to be liable or to incur. (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 (but without duplication), the Company shall not apply pay directly to Additional Costs each Lender from time to time on request such amounts as such Lender may determine reasonably and in good faith to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines reasonably and in good faith are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change which takes effect retroactivelyChange, or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A)),

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) : changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans Advances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) ; imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) or imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of Advances affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a5.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a5.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), ) suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable). (b) . Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable). (c) . Determinations and allocations by any Lender for purposes of this Section 4.1 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Eurodollar Advances or of making or maintaining Loans Eurodollar Advances or on amounts receivable by it in respect of Loans Eurodollar Advances, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Limitation on Types of Advances. Anything herein to the contrary contained hereinnotwithstanding, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 if with respect to Additional Costs relating any Eurodollar Advances for any Interest Period therefor: The Agent determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to any period in the definition of time which is more than 180 days prior to such Lender's request "Eurodollar Rate" in Section 1.1 hereof are not being provided in the relative amounts or for the relative maturities for purposes of determining the rate of interest for such Additional Costs, Advances as provided in this Agreement; or Required Lenders determine (which determination shall be conclusive absent manifest error) and notify the Agent that the foregoing provisions relevant rates of interest referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof on the basis of which the rate of interest for such Advances for such Interest Period is to be determined do not accurately reflect the cost to the Lenders of making or maintaining such Advances for such Interest Period; then the Agent shall give the Borrower prompt notice thereof specifying the relevant amounts or periods, and so long as such condition remains in effect, the Lenders shall be under no obligation to make additional Eurodollar Advances or to Convert Base Rate Advances into Eurodollar Advances and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Advances, either prepay such Eurodollar Advances or Convert such Eurodollar Advances into Base Rate Advances in accordance with the terms of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyAgreement.

Additional Costs. (a) The Borrower Subject to Section 12.6 herein, the Lessor shall pay directly ------------ to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any ---------------- Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof", but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the Borrower Lessor (with a copy to the Administrative Agent) of any event occurring after the Closing Effective Date which will entitle such Lender to compensation pursuant to this Section 4.1(a11.1 (a) as promptly as practicable after ---------------- it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerLessor) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided -------- that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower Lessor with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a11.1(a). If any Lender requests --------------- compensation from the Borrower Lessor under this Section 4.1(a11.1(a), the Borrower Lessor may, by --------------- notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue continue making, or Convert Base convert Prime Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 11.4 hereof shall be ------------ applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.111.1, in the event that, by reason of any Regulatory Change, any ------------ Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Lessor (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue continue making, or Convert Base convert Prime Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 11.4 hereof shall be ------------ applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 11.1 of the effect of any Regulatory Change on its costs of ------------ maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in Excluded Taxes and Indemnified Taxes which such Lender has its principal office or such Applicable Lending Officeare subject to Section 3.5); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate ABR Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate ABR Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall Borrowers shall, jointly and severally, pay directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note in respect of any of such Loans Eurodollar Advances (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans Eurodollar Advances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans Eurodollar Advances or any deposits referred to in the definition of "Eurodollar Rate" in Section SECTION 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes its Note or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the Borrower Borrowers (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(aSECTION 5.1(A) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender Advances if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in outside the U.S. United States of America. Each Lender will furnish to the Borrower with Borrowers, within 120 days after the occurrence of the event resulting in Additional Costs, a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aSECTION 5.1(A). If any Lender requests compensation from the Borrower Borrowers under this Section 4.1(aSECTION 5.1(A), the Borrower Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 SECTION 5.4 hereof shall be applicable)) and may convert any Eurodollar Advance into a Base Rate Advance, subject to the provisions of SECTION 5.5. (b) Without limiting the effect of the foregoing provisions of this Section 4.1SECTION 5.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), Borrowers the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 SECTION 5.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 SECTION 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Advances or of making or maintaining Loans Advances or on amounts receivable by it in respect of Loans Advances, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time such amounts as the request of such Lender, the Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Lender the Bank which such Lender the Bank determines are directly attributable to its making or maintaining of any Eurodollar Bank Revolving Loans hereunder or its obligation to make any of such Loansthe Bank Revolving Loans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Bank Revolving Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Revolving Note in respect of any of such the Bank Revolving Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender the Bank or its Applicable Lending Office for any of such the Bank Revolving Loans by the United States of America or the jurisdiction in which such Lender the Bank has its principal office Principal Office or such the Applicable Lending Office); (ii) imposes or modifies any reservereserve (other than the Reserve Requirement), special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)Bank Revolving Loans; or (iii) imposes any other condition affecting this Agreement or the Notes Revolving Note or any of such extensions of credit or liabilities or commitments contemplated hereunder and which results in additional cost or thereunderexpense to the Bank. Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a7.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Bank Revolving Loans of affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lenderthe Bank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender Bank. The Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender the Bank for compensation under this Section 4.1(a7.1(a). If any Lender the Bank requests compensation from the Borrower under this subsection Section 4.1(a7.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), Bank suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Bank Revolving Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (b) Without limiting the effect of the foregoing provisions of this Section 4.17.1, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar the Bank Revolving Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Bank Revolving Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Bank Revolving Loans hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Determinations and allocations by any Lender the Bank for purposes of this Section 4.1 7.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Bank Revolving Loans or of making or maintaining Bank Revolving Loans or on amounts receivable by it in respect of Loans the Bank Revolving Loans, and of the additional amounts required to compensate such Lender the Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank ----------------- from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank may determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans a LIBOR Loan, or its obligation to make any of such Loansor maintain a LIBOR Loan, or its obligation to Convert a Base Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any its LIBOR Loan or such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which: (i1) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its the Notes in respect of any of such Loans LIBOR Loan (other than taxes changes in the rate of general corporate, franchise, branch profit, net income or other income tax imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office);; or (ii2) (other than to the extent the LIBOR Reserve Requirement is taken into account in determining the LIBOR Rate at the commencement of the applicable Interest Period) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Interest Rate" in Section 1.1 hereof1.01), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Ratesuch Bank (including such Bank's Loan Commitment hereunder); or (iii3) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify Notwithstanding the foregoing, in the event that any Bank determines that it shall incur Additional Costs in maintaining a LIBOR Loan, such Bank shall provide written notice thereof to Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend which notice shall include the obligation dollar amount of the Additional Costs, and Borrower shall have the option, which option must be exercised within five (5) Banking Days of Borrower's receipt of such Lender notice, to make prepay such LIBOR Loan or Continue making, or to Convert such LIBOR Loan into a Base Rate Loans intoLoan, Eurodollar Loans until the Regulatory Change giving rise subject, however, to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) 3.05. Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.1Section, in the event that, by reason of any Regulatory Change, any Lender Bank either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or of other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Interest Rate is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender Bank which includes Eurodollar Loans loans based on the LIBOR Interest Rate or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue makingpermit Elections of, to Continue, or to Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) effect. Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section, on its costs or rate of maintaining its obligation to make Loans or return of making or maintaining Loans its Loan or portions thereof or on amounts receivable by it in respect of Loans its Loan or portions thereof, and of the additional amounts required to compensate such Lender in respect of any Additional CostsBank under this Section, shall be conclusive in the absence of absent manifest error. To the extent that changing the jurisdiction of a Bank's Applicable Lending Office would have the effect of minimizing Additional Costs, each such Bank shall use reasonable efforts to make such a change, provided that same would not otherwise be disadvantageous to each such determinations and allocations are made on a reasonable basisBank. Notwithstanding anything to the contrary contained herein, the Borrower No Bank shall not be required to make any payment of Additional Costs entitled to any Lender compensation pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 ninety (90) days prior to the date notice thereof is given to Borrower by such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyBank.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or creating any Bankers' Acceptances hereunder or its obligation to make or create any of such LoansLoans or Bankers' Acceptances, respectively, hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or Bankers' Acceptances or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which:: ---------------- (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans or its Bankers' Acceptances (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, ----------- but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower Bankers' Acceptances. Section 4.1 (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(aa), the Borrower may, by notice to such Lender (with a copy to the Administrative -------------- Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Prime Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).. ----------- (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining ----------- its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans or Bankers' Acceptances, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Each Borrower shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans hereunder to such Borrower or its obligation to make any of such LoansLoans hereunder to such Borrower, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the relevant Borrower (with a copy to through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an "ADDITIONAL COST EVENT") as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) PROVIDED, that a Borrower shall not be obligated to compensate such Lender for any such Additional Costs incurred more than 180 days prior to the time the Lender first notifies such Borrower of such Additional Cost Event. Each Lender will furnish the relevant Borrower with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the a Borrower under this Section 4.1(a6.01(a), the relevant Borrower may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate additional Eurocurrency Loans into, Eurodollar Loans to such Borrower until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the relevant Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Eurocurrency Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein. (d) If any Lender demands compensation under this Section, the relevant Borrower may, at any time upon at least three (3) Business Days' prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans of such Lender (in which case the relevant Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which obligated, if such conversion is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.made

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon within ten days after the written request of such LenderBank, the costs incurred by such Lender Bank which such Lender Bank reasonably determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change occurring after the Closing Date which: (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes in respect of any of such Loans (other than income taxes imposed on the overall net and franchise taxes attributable to income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar “LIBOR Rate" ” in Section 1.1 hereof, but excluding the LIBOR Reserve Requirement Percentage to the extent it is included in the calculation of the Adjusted Eurodollar LIBOR Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender applicable Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a2.22(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will will, if and to the extent that it is reasonably feasible for such Bank to do so given administrative and other considerations, designate a different Applicable Lending Office for the Eurodollar LIBOR Loans of such Lender Bank if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole reasonable opinion of such LenderBank, violate any lawLaw, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Bank. Each Lender applicable Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a2.22(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(a2.22(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 2.25 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.12.22, in the event that, by reason of any Regulatory Change, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 2.25 hereof shall be applicable). (c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 2.22 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or issue Letters of Credit or of making or maintaining Loans or issuing Letters of Credit or on amounts receivable by it in respect of Loans or Letters of Credit, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a1) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i1) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii2) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii3) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Restatement Effective Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Prime Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b2) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions 50 57 on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Prime Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c3) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 120 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower Company shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate such Bank for any costs incurred by such Lender which such Lender it determines are attributable to its making or maintaining of any Eurodollar Loans or issuing or participating in Letters of Credit hereunder or its obligation to make any Eurodollar Loans or issue or participate in any Letters of such LoansCredit hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any of such Loans Eurodollar Loans, Letters of Credit or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes any Note in respect of any of such Eurodollar Loans or Letters of Credit (other than taxes imposed on the overall net income of such Lender Bank or of its Applicable Lending Office for any of such Eurodollar Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office); ; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, of such Lender Bank (including any of such Eurodollar Loans or any deposits referred to in the definition of "Fixed Eurodollar Rate" in Section 1.1 1.02 hereof), but excluding or the Reserve Requirement to Commitment of such Bank or the extent it is included in the calculation of the Adjusted Eurodollar Rate)interbank market; or or (iii) imposes any other condition affecting this Agreement or the Notes any Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereundersuch Bank's Commitment. Each Lender Bank will notify the Borrower (with a copy to Agent and the Administrative Agent) Company of any event occurring after the Closing Date which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a5.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such LenderBank, violate any law, rule or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)United States. If any Lender Bank requests compensation from the Borrower Company under this Section 4.1(a5.01(a), the Borrower Company may, by notice to such Lender (with a copy to the Administrative Agent), Bank suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate additional Loans into, Eurodollar Loans of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.04 shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.15.01(a), in the event that, by reason of any Regulatory ChangeChange or any other circumstances arising after the Closing Date affecting such Bank, the Eurodollar interbank market or such Bank's position in such market, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Company, the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, additional Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.04 shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 (but without duplication), the Company shall not apply pay directly to Additional Costs any Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank or its parent or holding company for any costs which it determines are attributable to the maintenance by such Bank or its parent or holding company (or any Applicable Lending Office), pursuant to any Governmental Requirement following any Regulatory Change Change, of capital in respect of its Commitment, its Note, its Loans or any interest held by it in any Letter of Credit, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank or its parent or holding company (or any Applicable Lending Office) to a level below that which takes effect retroactivelysuch Bank or its parent or holding company (or any Applicable Lending Office) could have achieved but for such Governmental Requirement. Such Bank will notify the Company that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation. (d) Any Bank notifying the Company of any amounts due pursuant to Section 5.01 shall in such notice to the Company and the Agent set forth in reasonable detail the basis and amount of its request for compensation. Any request for additional compensation under this Section 5.01 shall be paid by the Company within thirty (30) Business Days of the receipt of the Company of the notice described in this Section 5.01(d).

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Restatement Effective Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Prime Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Prime Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 120 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Each Borrower shall pay directly to each Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any costs which such Lender determines are attributable to its making or maintaining any Eurocurrency Loans to such Borrower under this Agreement or its Revolving Credit Note of any Eurodollar Loans such Borrower or its obligation to make any of such LoansEurocurrency Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Eurocurrency Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Revolving Credit Notes in respect of any of such Eurocurrency Loans to such Borrower (other than taxes imposed on the overall net income or profits of such Lender or of its Applicable Lending Office for any of such Eurocurrency Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office, or any branch or franchise tax applicable thereto); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Eurocurrency Loans or any deposits referred to in the definition of "Eurodollar Fixed Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.01); or or (iii) imposes any other condition affecting this Agreement or the its Revolving Credit Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the applicable Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the a Borrower under this Section 4.1(a4.01(a), the or under Section 4.01(c), such Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of require that such Lender Lender's affected Eurocurrency Credit Loans with respect to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to which such request ceases to compensation is requested be converted in effect (in which case the provisions of accordance with Section 4.4 hereof shall be applicable)4.04. (b) Without limiting the effect of the foregoing provisions of this Section 4.14.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Eurocurrency Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the applicable Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingrenew, or Convert Base and to convert Variable Rate Loans and unaffected Eurocurrency Loans into, Eurodollar affected Eurocurrency Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof and all affected Eurocurrency Loans held by such Lender then outstanding shall be applicableconverted in accordance with Section 4.04). (c) Without limiting the effect of the foregoing provisions of this Section 4.01 (but without duplication), each Borrower shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Revolving Credit Loans to such Borrower hereunder or its obligation to make Revolving Credit Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of such Lender to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the applicable Borrower if it is entitled to compensation pursuant to this Section 4.01(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by any a Lender for purposes of this Section 4.1 4.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Revolving Credit Loans or its obligation to make Loans or of making or maintaining Loans Revolving Credit Loans, or on amounts receivable by by, or the rate of return to, it in respect of Revolving Credit Loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 4.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank, from time to time, promptly upon within two Banking Days of receipt of the request written demand of the Bank, such Lender, amounts as the Bank may reasonably determine to be necessary to compensate it for any additional costs actually incurred by such Lender the Bank which such Lender the Bank reasonably determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansLoan hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its the Notes in respect of any of such Loans obligations (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans obligations by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Office); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar RateLIBOR Loans"); or or (iii) imposes any other condition affecting this Agreement Agreement, or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities) and the Bank's obligations with respect thereto. Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) in writing of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a5.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.15.2, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.5 shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 5.2 (but without duplication), the Borrower shall pay to the Bank from time to time on request such amounts as the Bank may reasonably determine to be necessary to compensate the Bank for any costs which it reasonably determines are attributable to the maintenance by it or any of its Affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority, of capital in respect of its Loans or other obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). The Bank will notify the Borrower if it is entitled to compensation pursuant to this Section 5.2(c) as promptly as practicable after it determines to request such compensation. (d) Determinations and allocations by any Lender the Bank for purposes of this Section 4.1 5.2 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 5.2, shall be conclusive in the absence of conclusive, absent manifest error, provided that if such determinations determination is made reasonably by the Bank and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyin good faith.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank and the Agent from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank or the Agent may determine (in the manner set forth in Section 5.01(c)) to be necessary to compensate it for any increases in costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or the Notes or its obligation to make any of such Loans, Loans hereunder or any reduction in any amount receivable by such Lender the Bank or the Agent hereunder in respect of any such Loans or obligations such obligation or capital in respect of this Agreement (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank or the Agent under this Agreement or its any of the Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender the Bank or its Applicable Lending Office the Agent for any of such Loans by the jurisdiction in which such Lender the Bank or the Agent has its principal office office); or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans the Bank or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)Agent; or or (iii) imposes any other condition affecting this Agreement or any of the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank and/or the Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank or the Agent to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines by furnishing Borrower a written statement describing the Additional Costs entitling it to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis hereunder and the amount Bank's or the Agent's method of each request of allocating to Borrower such Lender for compensation under this Section 4.1(a)Additional Costs. If any Lender the Bank or the Agent requests compensation from the Borrower under this Section 4.1(aor under Section 5.01(b), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), may suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until of the Regulatory Change giving rise type with respect to which such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)compensation is requested. (b) Without limiting the effect of the foregoing provisions of this Section 4.1Section, Borrower shall pay directly to the Bank or the Agent from time to time on request such amounts as the Bank or the Agent may determine (in the event that, manner set forth in Section 5.01(c)) to be necessary to compensate the Bank or the Agent for any Additional Costs which are attributable to the maintenance by reason it or any of its affiliates (pursuant to any Regulatory Change) of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any Lender either (i) incurs reduction in return on assets or equity of the Bank or the Agent to a level below that which it would have achieved but for such Regulatory Change). The Bank and/or the Agent will notify Borrower if it is entitled to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof by furnishing Borrower with a written statement describing the Additional Costs based on or measured by entitling it to compensation hereunder and the excess above a specified level Bank's method of the amount of a category of deposits or other liabilities of allocating to Borrower such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)Additional Costs. (c) Determinations Reasonable determinations and allocations by any Lender the Bank or the Agent for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to Sections 5.01(a) or (b) on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank or the Agent, shall be conclusive in the absence of manifest absent demonstrated error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon the request of Bank's ---------------- request, such Lender, the amounts as Bank determines are needed to compensate Bank for any costs it incurred by such Lender which such Lender determines are attributable to its making Bank having made or maintaining of any Eurodollar Loans maintained a COST OF FUNDS Option Advance or its to Bank's obligation to make any of such Loansa COST OF FUNDS Option Advance, or any reduction in any amount receivable by Bank hereunder with respect to any COST OF FUNDS Option or such Lender hereunder in respect of any such Loans or obligations obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), ---------------- resulting from any Regulatory Change which: Developments, which (i) changes change the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in Bank hereunder with respect to taxation of any of such Loans amounts payable to Bank hereunder with respect to any COST OF FUNDS Option Advance (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office Bank for any of such Loans COST OF FUNDS Option Advance by the jurisdiction in which such Lender has its principal office where Bank is headquartered or such Applicable Lending Office); the jurisdiction where Bank extends the COST OF FUNDS Option Advance; (ii) imposes impose or modifies modify any reserve, special deposit, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender Bank (including any of such Loans COST OF FUNDS Option Advance or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar RateCOST OF FUNDS); or or (iii) imposes impose any other condition affecting this Agreement or the Notes Addendum (or any extensions of such extension of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will Bank shall notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date hereof which will entitle such Lender entitles Bank to compensation pursuant to this Section 4.1(a) paragraph as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested . Determinations by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costsparagraph, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans, CDOR Loans or BBSY Loans hereunder to the Company or its obligation to make any of such LoansLoans hereunder to the Company, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which: (i) subjects the Lender or Issuing Bank to taxes on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or changes the basis of taxation of any amounts payable to such Lender or Issuing Bank under this Agreement or its Notes in respect of any of such Loans (other than Excluded Taxes, Indemnified Taxes and Other Taxes covered by Section 5.08, and changes which affect taxes measured by or imposed on the overall net income of such Lender or Issuing Bank or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender or Issuing Bank has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar “Eurocurrency Base Rate" ” in Section 1.1 1.01 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender (such term to include the Issuing Bank for purposes of this Section 6.01(a), solely in the case of and with respect to (i) above) will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) (an “Additional Cost Event”) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Eurocurrency Loans, CDOR Loans or BBSY Loans, as the case may be, of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America) provided, that the Company shall not be obligated to compensate such Lender for any such Additional Costs incurred more than 180 days prior to the time the Lender first notifies the Company of such Additional Cost Event. Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis calculations and the basis therefor, in each case in reasonable detail, and amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make additional Eurocurrency Loans, CDOR Loans or Continue makingBBSY Loans, or Convert Base Rate Loans intoas the case may be, Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Eurocurrency Loans, CDOR Loans or BBSY Loans, as the case may be, is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Eurocurrency Loans, CDOR Loans or BBSY Loans, as the case may be, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Lender to make Eurocurrency Loans, CDOR Loans or Continue makingBBSY Loans, or Convert Base Rate Loans intoas the case may be, Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein. (d) If any Lender demands compensation under this Section, the Borrower shall not be required to make Company may, at any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days upon at least three (3) Business Days’ prior notice to such Lender through the Administrative Agent, convert in full the then outstanding Eurocurrency Loans denominated in Dollars of such Lender (in which case the Company shall be obligated, if such conversion is made on a day that is not the last day of the then current Interest Period applicable to such affected Eurocurrency Loan, to reimburse such Lender's request , in accordance with Section 6.05, for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply any resulting loss or expense incurred by it) to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyan ABR Loan.

Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio insurance assessment or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition definitions of "Eurodollar Base Rate" in Section 1.1 hereof1.01 hereof but excluding, but excluding the Reserve Requirement with respect to the extent it is any such Fixed Rate Loan, any such requirements included in the calculation of the Adjusted applicable Domestic Reserve Requirement or Eurodollar RateReserve Requirement); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar relevant Type of Fixed Rate Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.for

Additional Costs. (a) The Each Borrower shall pay directly to the Administrative Agent (to the fullest extent permitted by applicable law) for the account of each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Eurocurrency Loans to such Borrower or its obligation to make any of Eurocurrency Loans to such LoansBorrower hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change whichthat: (i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or its Notes or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans Credit Agreement ---------------- -61- by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement utilized in the determination of the Eurocurrency Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Eurocurrency Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments of the Adjusted Eurodollar Ratesuch Lender hereunder); or (iii) imposes any other condition affecting this Agreement or the its Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitments. Each Lender will notify the Borrower (with a copy With respect to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensationLoans denominated in U.S. Dollars, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the any Borrower under this Section 4.1(a5.01(a), the Borrower Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue makingEurodollar Loans, or to Convert Base Rate Loans intointo Eurodollar Loans, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of this Section 4.15.01 (but without duplication), in each Borrower (to the event thatextent allocable to it) shall pay to the Administrative Agent for the account of each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by reason such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any Regulatory Change, any Lender either court or governmental or monetary authority (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans following any Regulatory Change or (ii) becomes subject implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to restrictions on comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the amount national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of such a category the Board of liabilities or assets which it may holdGovernors of the Federal Reserve System (12 C.F.R. Part 208, thenAppendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, if such Lender so elects by notice to ▇▇▇▇▇▇▇▇ ▇) and the Borrower Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (with a copy to the Administrative Agent12 C.F.R. Part 3, Appendix A)), of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the obligation rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in a level below that which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.(or Credit Agreement ---------------- -62-

Additional Costs. (a) The applicable Borrower shall pay directly to each the applicable Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any increased costs which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Libor Rate Loan to such Borrower, or its obligation to make convert any of such LoansChase Manhattan Bank Rate Loan to a Libor Rate Loan hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Libor Rate Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (ia) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes the Revolving Credit Loans or the Revolving Credit Note in respect of any of such Libor Rate Loans (other than taxes changes in the rate of net income tax imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender);; or (iib) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Libor Rate Loans or any deposits referred to in the definition of "Eurodollar Libor Rate" in Section 1.1 1.01 hereof), but excluding the Reserve Requirement to the extent it is included in the calculation or any Revolving Credit Commitment of the Adjusted Eurodollar Rate)such Lender; or (iiic) imposes any other condition affecting this Financing Agreement or the Notes Revolving Credit Loans or the Revolving Credit Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aliabilities). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.13.17, in the event that, by reason of any Regulatory Change, any a Lender either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or of other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans Libor Rate is determined as provided in this Financing Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Revolving Credit Loans based on the Libor Rate or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to Borrowers and the Administrative Agent), the obligation of such Lender to make or Continue makingcontinue, or Convert Base to convert Chase Manhattan Bank Rate Loans into, Eurodollar into Libor Rate Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 3.18 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time on demand such amounts as the request of such Lender, Bank may determine (in the manner set forth in Section 5.01(c)) to be necessary to compensate it for any increases in costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans under this Agreement or its Note or its obligation to make any of such Loans, Loans hereunder or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Loans or obligations such obligation or capital in respect of this Agreement (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Revolving Credit Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office the Bank for any of such Loans by the jurisdiction in which such Lender the Bank has its principal office office); or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans the Bank; or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines by furnishing Borrower a written statement describing the Additional Costs entitling it to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis hereunder and the amount Bank's method of each request of allocating to Borrower such Lender for compensation under this Section 4.1(a)Additional Costs. If any Lender the Bank requests compensation from the Borrower under this Section 4.1(aor under Section 5.01(b), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), may suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until of the Regulatory Change giving rise type with respect to which such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)compensation is requested. (b) Without limiting the effect of the foregoing provisions of this Section 4.1Section, Borrower shall pay directly to the Bank from time to time on request such amounts as the Bank may determine (in the event that, manner set forth in Section 5.01(c)) to be necessary to compensate the Bank for any Additional Costs which are attributable to the maintenance by reason it or any of its affiliates (pursuant to any Regulatory Change) of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any Lender either (i) incurs reduction in return on assets or equity of the Bank to a level below that which it would have achieved but for such Regulatory Change). The Bank will notify Borrower if it is entitled to compensation pursuant to this Section as promptly as practicable after it obtains knowledge thereof by furnishing Borrower with a written statement describing the Additional Costs based on or measured by entitling it to compensation hereunder and the excess above a specified level Bank's method of the amount of a category of deposits or other liabilities of allocating to Borrower such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)Additional Costs. (c) Determinations Reasonable determinations and allocations by any Lender the Bank for purposes of this Section 4.1 of the effect of any Regulatory Change pursuant to Sections 5.01(a) or (b) on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank, shall be conclusive in the absence of manifest absent demonstrated error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The applicable Borrower shall pay (without duplication of amounts owing under Section 4.7 and other Sections of this Article V) directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender the Bank determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Advances or Alternate Currency Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (ia) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Revolving Credit Notes or Swing Line Note in respect of any of such Loans Advances (other than taxes Excluded Taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeAdvances); (iib) imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including (i) any of such Loans LIBOR Advances or any deposits referred to in the definition of "Eurodollar LIBOR" in Section 1.1, or (ii) any Alternate Currency Advances or any deposits referred to in the definition of "Alternate Currency Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.1); or (iiic) imposes any other condition affecting this Agreement or Agreement, the Notes Revolving Credit Notes, the Swing Line Note or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender Bank will notify the applicable Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a) 5.2 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of Advances affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender Bank will furnish the applicable Borrower with a certificate setting forth in reasonable detail the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a)5.2, and the applicable Borrower shall not be obligated to pay under this Section 5.2 prior to receipt of such certificate. If any Lender a Bank requests compensation from the applicable Borrower under this Section 4.1(a)5.2, the applicable Borrower may, by notice to such Lender (with a copy to Bank and the Administrative Agent), Agents suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.5 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) . Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 5.2 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Advances or of making or maintaining Loans Advances or on amounts receivable by it in respect of Loans Advances, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basisbasis and in good faith. Notwithstanding anything to the contrary contained herein, the If any Borrower shall not be is required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect 5.2 to Additional Costs relating make any additional payment to any period Bank, the Domestic Borrower may elect, if such amounts continue to be charged, to replace such Bank as a Bank party to this Agreement; provided that no Default or Event of Default shall have occurred and be continuing at the time of such replacement, and provided further that, concurrently with such replacement, (i) an Eligible Assignee which is more than 180 days prior reasonably satisfactory to the Domestic Borrower and the Agents shall agree, as of such date, to purchase for cash the Revolving Credit Advances and other Obligations due to such Lender's request Bank pursuant to an Assignment and Acceptance and to become a Bank for all purposes under this Agreement and to assume all obligations of the replaced Bank to be terminated as of such Additional Costs, provided that date and to comply with the foregoing provisions requirements of this sentence Agreement applicable to assignments, and (ii) the applicable Borrower shall not apply pay to Additional Costs attributable such replaced Bank in same day funds on the day of such replacement (A) all interest, fees and other amounts then accrued but unpaid to any Regulatory Change such Bank by the applicable Borrower hereunder to and including the date of termination, including without limitation payments due to such replaced Bank under this Section 5.2, and (B) an amount, if any, equal to the payment which takes effect retroactivelywould have been due to such Bank on the day of such replacement under Section 5.6 had the Revolving Credit Advances of such Bank been prepaid on such date rather than sold to the replacement Bank.

Additional Costs. (a) The Borrower shall pay directly to each Lender the Bank from time to time, promptly upon time within 10 days of demand such amounts as the request of such Lender, the Bank may reasonably determine to be necessary to compensate it (or any Booking Office) for any costs incurred by such Lender the Bank (or any Booking Office) or any reduction of the rate of return on assets or equity of the Bank (or any Booking Office) to a level below that which such Lender the Bank (or any Booking Office) could have achieved, which it determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make or maintain any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender the Bank (or any Booking Office) hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable or rate of return being herein called "Additional Costs"), resulting from any Regulatory Change which: which (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes in respect of any of such Loans Note payable to it (other than taxes imposed on the overall net income of the Bank unless such Lender or its Applicable Lending Office for any tax is imposed solely as a result of such Loans the transactions contemplated by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeFacility Documents); ; (ii) imposes or modifies any reserve, special deposit, minimum capitalcapital adequacy, capital ratio maintenance or similar requirement relating to any extensions of credit or other assets ofrequirements, or results in any deposits change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or other liabilities administration thereof, or commitments of, such Lender the compliance by the Bank (including any of such Loans or any deposits referred to in Booking Office) or the definition Bank's with any request or directive regarding capital adequacy or capital maintenance (whether or not having the force of "Eurodollar Rate" in Section 1.1 hereoflaw) or with any such authority, but excluding the Reserve Requirement to the extent it is central bank or comparable agency, other than such reserves as are included in the calculation determination of the Adjusted Eurodollar RateRate (but excluding consequences of the Bank's gross negligence or willful disregard of law or regulation); or or (iii) imposes any other condition affecting the Bank's return under this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation; provided, and (if that the failure of the Bank to so requested by notify the Borrower) will designate a different Applicable Lending Office for Borrower shall not affect the Eurodollar Loans obligations of the Borrower hereunder in respect of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender Additional Costs. The Bank will furnish the Borrower with a certificate notice setting forth the basis and the amount of each request of such Lender by the Bank for compensation under this Section 4.1(a). If any Lender requests compensation from ) setting forth in reasonable detail the Borrower under this Section 4.1(a), calculation of the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make additional amount or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases amounts to be paid to it hereunder and certifying that such claim is consistent with the Bank's treatment of similar customers having similar provisions generally in effect (in which case their agreements with the provisions of Section 4.4 hereof shall be applicable)Bank. (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Loans Loans, or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender the Bank to make or Continue makingmake, or Convert and to convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (and all Eurodollar Loans held by the Bank then outstanding shall be converted into Base Rate Loans in which case the provisions of accordance with Section 4.4 hereof shall be applicablehereof). (c) Determinations and allocations by any Lender the Bank for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans the Loans, the Commitment or on amounts receivable by it in respect of Loans hereunder or under the Note, and of the additional amounts required to compensate such Lender the Bank in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower Company shall pay directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate such Bank for any costs incurred by such Lender which such Lender it determines are attributable to its making or maintaining of any Eurodollar Loans or issuing or participating in Letters of Credit hereunder or its obligation to make any Eurodollar Loans or issue or participate in any Letters of such LoansCredit hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any of such Loans Eurodollar Loans, Letters of Credit or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes any Note in respect of any of such Eurodollar Loans or Letters of Credit (other than taxes imposed on the overall net income of such Lender Bank or of its Applicable Lending Office for any of such Eurodollar Loans by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office); ; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, of such Lender Bank (including any of such Eurodollar Loans or any deposits referred to in the definition of "Fixed Eurodollar Rate" in Section 1.1 1.02 hereof), but excluding or the Reserve Requirement to Commitment of such Bank or the extent it is included in the calculation of the Adjusted Eurodollar Rate)interbank market; or or (iii) imposes any other condition affecting this Agreement or the Notes any Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereundersuch Bank's Commitment. Each Lender Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).the (b) Without limiting the effect of the foregoing provisions of this Section 4.15.01(a), in the event that, by reason of any Regulatory ChangeChange or any other circumstances arising after the Closing Date affecting such Bank, the Eurodollar interbank market or such Bank's position in such market, any Lender Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender Bank which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender Bank which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender Bank so elects by notice to the Borrower (with a copy to the Administrative Agent)Company, the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans into, additional Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.04 shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 (but without duplication), the Company shall not apply pay directly to Additional Costs any Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank or its parent or holding company for any costs which it determines are attributable to the maintenance by such Bank or its parent or holding company (or any Applicable Lending Office), pursuant to any Governmental Requirement following any Regulatory Change Change, of capital in respect of its Commitment, its Note, its Loans or any interest held by it in any Letter of Credit, such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Bank or its parent or holding company (or any Applicable Lending Office) to a level below that which takes effect retroactivelysuch Bank or its parent or holding company (or any Applicable Lending Office) could have achieved but for such Governmental Requirement. Such Bank will notify the Company that it is entitled to compensation pursuant to this Section 5.01(c) as promptly as practicable after it determines to request such compensation.

Additional Costs. (a) The Borrower shall pay directly to each the Lender from time to time, promptly upon time on demand such amounts as the request of such Lender, Lender may determine to be necessary to compensate it for any costs which the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Fixed Rate Loans under this Agreement or the Note or its obligation to make any of such Loansthe Loan hereunder, or any reduction in any amount receivable by such the Lender hereunder in respect of any such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such the Lender under this Agreement or its Notes the Note in respect of any of such Loans (other than taxes imposed on the overall net income of such the Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeOffice is located); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such the Lender or Chase (including any of such Loans or any deposits referred to in the definition of "Eurodollar LIBO Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.1); or or (iii) imposes any other condition affecting this Agreement or the Notes Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each The Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such the Lender to compensation pursuant to this Section 4.1(a3.1(a) as promptly as practicable within thirty (30) days after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar . The Borrower upon such notice may elect to prepay all Fixed Rate Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy subject to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be provisions set forth in effect (in which case the provisions of Section 4.4 hereof shall be applicable)2.4. (b) Without limiting the effect of the foregoing provisions of this Section 4.13.1, in the event that, by reason of any Regulatory Change, any the Lender or Chase either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such the Lender or Chase which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Lender or Chase which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such the Lender so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such the Lender to make or Continue makingrenew, or Convert Base Rate and to convert Loans of any other type into, Eurodollar Loans of such type hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (effect, and the Borrower shall on the last day(s) of the then current Interest Period(s) for the outstanding Loans of such type, either prepay such Loans or convert such Loans into another type of Loan in which case the provisions of accordance with Section 4.4 hereof shall be applicable)2.4. (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrower shall pay to the Lender from time to time on request such amounts as the Lender may determine to be necessary to compensate the Lender for any costs which it determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of its Loans hereunder or its obligation to make Loans hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Lender to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). The Lender will notify the Borrower if it is entitled to compensation pursuant to this Section 3.1(c) within thirty (30) days after it obtains knowledge thereof and determines to request such compensation. The Borrower upon such notice may elect to prepay all Fixed Rate Loans subject to the provisions set forth in Section 2.4. (d) Determinations and allocations by any the Lender for purposes of this Section 4.1 3.1 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or its obligation to make Loans, or on amounts receivable by by, or the rate of return to, it in respect of Loans or such obligation, and of the additional amounts required to compensate such the Lender in respect of any Additional Costsunder this Section 3.1, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may reasonably determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans hereunder or its obligation to make any of such LoansRevolving Line of Credit Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any LIBOR Loan or such Loans or obligations obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), in each case resulting from any Regulatory Change which: (i1) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes the Revolving Line of Credit Note held by such Lender in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);LIBOR Loan; or (ii2) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Ratebelow); or (iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) Borrowers of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a) 2.6 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each . Such Lender will furnish the Borrower Borrowers with a certificate statement, in reasonable detail, setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)2.6. (b) Without limiting the effect of the foregoing provisions of this Section 4.1, 2.6 in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrowers, the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Determinations and allocations by any Lender for purposes of this Section 4.1 2.7 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make LIBOR Loans or of making or maintaining LIBOR Loans or on amounts receivable by it in respect of Loans LIBOR Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to , and provided further that in administering this Section each Lender shall not single out the contrary contained hereinBorrowers for different treatment but shall deal with them on the same basis as the Lender deals with its other customers generally. (d) If the entire amount of any required principal and/or interest is not paid in full within ten (10) Banking Days after the same is due, the Borrower Borrowers shall not be obligated, on a joint and several basis, to pay the Lenders a late fee equal to five percent (5%) of the required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelypayment.

Additional Costs. (a) The Borrower Company shall pay directly to the Administrative Agent for the account of each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans hereunder or its obligation to make any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than changes which affect franchise taxes or taxes measured by or imposed on the overall net income of such Lender or of its Applicable Lending Office for any of such Loans Loans, in each case by the jurisdiction in which such Lender is organized, has its principal office place of business or has such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio insurance assessment or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 hereof1.01 hereof but excluding, but excluding the Reserve Requirement with respect to the extent it is any such Eurodollar Loan, any such requirements included in the calculation of the Adjusted Eurodollar Rateapplicable Reserve Requirement); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender will notify the Borrower (with a copy to Company through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a6.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the BorrowerCompany through the Administrative Agent) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, Lender (provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America). Each Lender will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a6.01(a). If any Lender requests compensation from the Borrower Company under this Section 4.1(a6.01(a), the Borrower Company may, by notice to such Lender (with a copy to through the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, additional Eurodollar Loans to the Company until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event thatif, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities liabilitie s of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions restrictio ns on the amount of such a category of liabilities liabilitie s or assets which it may hold, then, if such Lender so elects by notice to the Borrower Company (with a copy to the Administrative Administra tive Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicableapplicable ). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 6.01 of the effect of any Regulatory Change on its costs of maintaining maintainin g its obligation s to make Loans or of making or maintaining maintainin g Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, upon demand, such amounts as the Lender may determine to be necessary to compensate it for any costs incurred or a reduction in amounts receivable by such the Lender which such that the Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such the Lender under this Agreement or its Notes in respect of any of such LIBOR Loans (other than changes which affect taxes measured by or imposed on the overall net income of such the Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such the Lender has its principal office or such Applicable Lending Officeoffice);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such of the Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar “LIBOR Base Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate”); or (iii) imposes any other condition affecting this Agreement or the Notes LIBOR Loans (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each The Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such the Lender to compensation pursuant to this Section 4.1(a) section as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each . The Lender will furnish the Borrower with a certificate statement setting forth the basis and the amount of each request of such by the Lender for compensation under this Section 4.1(a2.6(e). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any the Lender for purposes of this Section 4.1 2.6(e) of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such the Lender in respect of any Additional Costs, shall be conclusive in the absence of conclusive, absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower Company shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the costs incurred by amounts as such Lender which may reasonably determine to be necessary to compensate such Lender for any costs that such Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which---------------- that: (i) shall subject any Lender (or its Applicable Lending Office for any of such Loans) to any tax, duty or other charge in respect of such Loans or changes the basis of taxation of any amounts payable to such Lender under this Credit Agreement or its Notes ---------------- Agreement in respect of any of such Loans (other than taxes imposed excluding changes in the rate of tax on the overall net income of such Lender or its of such Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding or any commitment of such Lender (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitment of the Adjusted Eurodollar Ratesuch Lender hereunder); or (iii) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderits Commitment. Each If any Lender will notify requests compensation from the Borrower Company under this Section 5.01(a), the Company may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender thereafter to make or Continue Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that -------- such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may reasonably determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it reasonably determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) Credit Agreement ---------------- hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in respect of its Commitment or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Lender shall notify the Company of any event occurring after the Closing Date which will entitle date hereof entitling such Lender to compensation under paragraph (a) or (b) of this Section 5.01 as promptly as practicable, but in any event within 45 days, after such Lender obtains actual knowledge thereof; provided that (i) -------- if any Lender fails to give such notice within 45 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 4.1(a) as promptly as practicable 5.01 in respect of any costs resulting from such event, only be entitled to payment under this Section 5.01 for costs incurred from and after it obtains knowledge thereof and determines the date 45 days prior to request the date that such compensation, Lender does give such notice and (if so requested by the Borrowerii) each Lender will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided except that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish to the Borrower with Company a certificate setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender paragraph (with a copy to the Administrative Agent), suspend the obligation of such Lender to make a) or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) 5.01. Determinations and allocations by any Lender for purposes of this Section 4.1 5.01 of the effect of any Regulatory Change pursuant to paragraph (a) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (b) of this Section 5.01, on its costs or rate of return of maintaining Loans or its obligation to make Loans or of making or maintaining Loans Loans, or on amounts receivable by it in respect of Loans Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costsunder this Section 5.01, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are -------- made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each the Lender from time to time, promptly upon time such amounts as the request of such Lender, the Lender may reasonably determine to be necessary to compensate it for any costs incurred by such the Lender which such the Lender determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Advances or Cost of Funds Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such the Lender hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional CostsADDITIONAL COSTS"), resulting from any generally applicable Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such the Lender under this Agreement or its Notes the Note in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such the Lender or its Applicable Lending Office lending office for any of such Loans Advances by the jurisdiction in which such the Lender has its principal office or such Applicable Lending Officelending office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such the Lender (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes such Advances or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each The Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such the Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each . The Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such the Lender for compensation under this Section 4.1(a)Section. If any the Lender requests compensation from the Borrower under this Section 4.1(a)Section, the Borrower may, by notice to such the Lender (with a copy to the Administrative Agent), suspend the obligation of such the Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1Section, in the event that, by reason of any generally applicable Regulatory Change, any the Lender either (ia) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such the Lender which includes deposits by reference to which the interest rate on Eurodollar Loans LIBOR Advances or Cost of Funds Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such the Lender which includes Eurodollar Loans LIBOR Advances or Cost of Funds Advances, or (iib) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such the Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such the Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5 hereof shall be applicable). (c) Determinations and allocations by any the Lender for purposes of this Section 4.1 of the effect of any generally applicable Regulatory Change on its costs of maintaining its obligation obligations to make Loans Advances or of making or maintaining Loans Advances or on amounts receivable by it in respect of Loans Advances, and of the additional amounts required to compensate such the Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to . (d) The Lender will not seek the contrary contained herein, the Borrower shall not be required to make any payment benefits of Additional Costs to any Lender pursuant to this Section 4.1 5.1 unless it is, at the time of any attempts to collect amounts under this Section 5.1 from the Borrower, applying similar reimbursement standards to other borrowers of the Lender who have loans with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelysimilar pricing options.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) : changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note (or Notes) in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans Advances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) ; imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) or imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of Advances affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a5.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a5.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), ) suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable). (b) . Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable). (c) Determinations applicable).Determinations and allocations by any Lender for purposes of this Section 4.1 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Eurodollar Advances or of making or maintaining Loans Eurodollar Advances or on amounts receivable by it in respect of Loans Eurodollar Advances, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Limitation on Types of Advances. Anything herein to the contrary contained hereinnotwithstanding, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 if with respect to Additional Costs relating any Eurodollar Advances for any Interest Period therefor: The Agent determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to any period in the definition of time which is more than 180 days prior to such Lender's request "Eurodollar Rate" in Section 1.1 hereof are not being provided in the relative amounts or for the relative maturities for purposes of determining the rate of interest for such Additional Costs, Advances as provided in this Agreement; or Required Lenders determine (which determination shall be conclusive absent manifest error) and notify the Agent that the foregoing provisions relevant rates of interest referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof on the basis of which the rate of interest for such Advances for such Interest Period is to be determined do not accurately reflect the cost to the Lenders of making or maintaining such Advances for such Interest Period; then the Agent shall give the Borrower prompt notice thereof specifying the relevant amounts or periods, and so long as such condition remains in effect, the Lenders shall be under no obligation to make additional Eurodollar Advances or to Convert Base Rate Advances into Eurodollar Advances and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Advances, either prepay such Eurodollar Advances or Convert such Eurodollar Advances into Base Rate Advances in accordance with the terms of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyAgreement.

Additional Costs. (a) The Borrower Company shall pay directly to each Revolving Credit Lender from time to time, promptly upon the request of time such Lender, the amounts as such Revolving Credit Lender may determine to be necessary to compensate such Revolving Credit Lender for any costs incurred by that such Lender which such Revolving Credit Lender determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make maintain any of such LoansEurodollar Loans hereunder, or any reduction in any amount receivable by such Revolving Credit Lender hereunder in respect of any of such Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional ---------- Costs"), resulting from any Regulatory Change which:that: ----- Credit Agreement ---------------- (i) changes the basis of taxation of any amounts payable to such Revolving Credit Lender under this Agreement or its Notes Note in respect of any of such Loans (other than any change in the rate at which taxes imposed on or measured by the overall net income or capital of such Revolving Credit Lender or of its Applicable Lending Office for any of such Loans by the jurisdiction in which such Revolving Credit Lender has its principal office or such Applicable Lending OfficeOffice are levied);; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate for such Loan) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Revolving Credit Lender (including including, without limitation, any of such Loans or any deposits referred to in the definition of "Eurodollar Base Rate" in Section 1.1 1.01 hereof), but excluding the Reserve Requirement to the extent it is included in the calculation or any commitment of the Adjusted Eurodollar Rate)such Revolving Credit Lender; or (iii) imposes affects any other condition affecting this Agreement Revolving Credit Lender or the Notes interbank Eurodollar market or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) position of any event occurring after the Closing Date which will entitle Revolving Credit Lender in such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a)market. If any Revolving Credit Lender requests compensation from the Borrower Company under this Section 4.1(a5.01(a), the Borrower Company may, by notice to such Revolving Credit Lender (with a copy to the Administrative Agent), suspend the obligation of such Revolving Credit Lender thereafter to make or Continue makingEurodollar Loans, or to Convert Base Rate Loans intointo Eurodollar Loans, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), provided that such suspension shall not affect -------- the right of such Revolving Credit Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of paragraph (a) of this Section 4.15.01, in the event that, by reason of any Regulatory Change, any Revolving Credit Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Revolving Credit Lender which that includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Revolving Credit Lender which that includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which that it may hold, then, if such Revolving Credit Lender so elects by notice to the Borrower Company (with a copy to the Administrative Agent), the obligation of such Revolving Credit Lender to make or Continue makingContinue, or to Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of Without limiting the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence Section 5.01 (but without duplication), the Company shall not apply pay directly to Additional Costs attributable each Lender from time to any Regulatory Change which takes effect retroactively.time on Credit Agreement ----------------

Additional Costs. (a) The Borrower Greenfield shall promptly pay directly to each the Agent for the account of a Lender from time to time, promptly upon the request of without duplication, such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender it determines are attributable to its making or maintaining of any Eurodollar Loans Loan (whether in Dollars or any Offshore Currency) or its obligation to make any Loans, or the issuance or maintenance by NationsBank of such Loansor any other Lender's Participation in any Letter of Credit issued hereunder, or any reduction in any amount receivable by such Lender hereunder under this Agreement, the Notes or the Letters of Credit in respect of any of such Loans or obligations such obligation or the Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in costs and reductions in amounts receivable and returns being herein called "Greenfield Additional Costs"), and each Borrower shall promptly pay to the Agent for the account of a Lender from time to time, without duplication, such amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which it determines are attributable to its making or maintaining any Foreign Revolving Credit Loan (whether in Dollars or any Offshore Currency) or its obligation to make any Foreign Revolving Credit Loans, or the issuance or maintenance by NationsBank of or any other Lender's Participation in any Foreign Letter of Credit issued hereunder, or any reduction in any amount receivable by such Lender under this Agreement, the Foreign Revolving Credit Notes or the Foreign Letters of Credit in respect of any of such Foreign Revolving Credit Loans or such obligation or the Foreign Letters of Credit, including reductions in the rate of return on a Lender's capital (such increases in cost and reductions in amounts receivable and returns, together with the Greenfield Additional Costs, being herein called "Additional Costs"), in each case resulting from any Regulatory Change which: : (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its the Notes in respect of any of such Loans or Letters of Credit (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans measured by the jurisdiction in which such Lender has its principal office income, revenues or such Applicable Lending Officeassets of any Lender); ; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio monetary control or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including other than any such reserve, deposit or requirement reflected in the Prime Rate, the Federal Funds Effective Rate or the Eurodollar Rate, in each case computed in accordance with the respective definitions of such Loans or any deposits referred to in the definition of "Eurodollar Rate" terms set forth in Section 1.1 1.01 hereof, ); or (iii) has or would have the effect of reducing the rate of return on capital of any such Lender to a level below that which the Lender could have achieved but excluding the Reserve Requirement for such Regulatory Change (taking into consideration such Lender's policies with respect to the extent it is included in the calculation of the Adjusted Eurodollar Ratecapital adequacy); or (iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the reasonable costs incurred by such Lender which such Lender reasonably determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in reasonable costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeExcluded Taxes); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such . Each Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will notwill, in the sole opinion of such Lendera reasonably prompt fashion after it is able to do so, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis basis, calculation and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower shall pay directly to each the applicable Lender from time to time, promptly upon the request of time on demand such Lender, the costs incurred by amounts as such Lender may determine to be necessary to compensate it for any increased costs which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Libor Rate Loan, or its obligation to make convert any of such LoansChase Manhattan Bank Rate Loan to a Libor Rate Loan hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Libor Rate Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (ia) changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes the Revolving Credit Loans or the Revolving Credit Note in respect of any of such Libor Rate Loans (other than taxes changes in the rate of net income tax imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeLender);; or (iib) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Libor Rate Loans or any deposits referred to in the definition of "Eurodollar Libor Rate" in Section 1.1 1.01 hereof), but excluding the Reserve Requirement to the extent it is included in the calculation or any Revolving Credit Commitment of the Adjusted Eurodollar Rate)such Lender; or (iiic) imposes any other condition affecting this Financing Agreement or the Notes Revolving Credit Loans or the Revolving Credit Note (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(aliabilities). If any Lender requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.13.17, in the event that, by reason of any Regulatory Change, any a Lender either (i1) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or of other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans Libor Rate is determined as provided in this Financing Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Revolving Credit Loans based on the Libor Rate or (ii2) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to and the Administrative Agent), the obligation of such Lender to make or Continue makingcontinue, or Convert Base to convert Chase Manhattan Bank Rate Loans into, Eurodollar into Libor Rate Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 3.18 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.