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 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 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 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 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 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 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 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 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 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 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 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 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. (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 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 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 to be necessary to compensate it for any increased costs which the costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Loan, or its obligation to make Convert any of such LoansPrime Rate Loan to a LIBOR Loan hereunder, or any reduction in any amount receivable by such Lender the Bank 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 from any Regulatory Change which: (i1) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Amended and Restated Term Loan Note in respect of any of such LIBOR Loans (other than taxes imposed on or measured by the overall net income of such Lender the Bank or of its Applicable Lending Office for any of such LIBOR Loans by the jurisdiction in which such Lender the Bank has its principal office or such Applicable Lending Office);; or (ii2) (other than to the extent of the LIBOR Reserve Requirement 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 the Bank (including any of such LIBOR Loans or any deposits referred to in the definition of "Eurodollar LIBOR Interest 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)Bank; or (iii3) imposes any other condition affecting this Agreement or the Notes Amended and Restated Term Loan 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 the Bank requests compensation from the Borrower under the first paragraph of this Section 4.1(a)2.13, the Borrower may, by notice to such Lender (with a copy to the Administrative Agent)Bank, suspend the obligation of the Bank to Continue LIBOR Loans with respect to which such Lender compensation is requested or to make or Continue making, or Convert Base Prime Rate Loans intoto LIBOR 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 2.16 hereof shall be applicable). (b) . Without limiting the effect of the foregoing provisions of the first paragraph of this Section 4.12.13, in the event that, by reason of any Regulatory Change, any Lender the 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 the 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 the 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 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 makingContinue, or to Convert Base Prime Rate Loans into, Eurodollar into LIBOR Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 2.16 hereof shall be applicable). . Without limiting the effect of the foregoing provisions of this Section 2.13 (cbut without duplication), the Borrower shall pay directly 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 the Bank (or any Applicable Lending Office), pursuant to any law or regulation 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 the Amended and Restated Term Loan (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of the Bank (or any Applicable Lending Office) to a level below that which the Bank (or any Applicable Lending Office) could have achieved but for such law, regulation, interpretation, directive or request). The Bank hereby agrees that it shall designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of Additional Costs and will not, in the sole discretion of the Bank, be illegal or in any way disadvantageous to the Bank. Determinations and allocations by any Lender the Bank for purposes of this Section 4.1 2.13 of the effect of any Regulatory Change pursuant to the first or second paragraph of this Section 2.13 or of the effect of capital maintained pursuant to the third paragraph of this Section 2.13, on its costs or rate of return of maintaining its obligation to make Loans or of making or maintaining Loans the Amended and Restated Term Loan or on amounts receivable by it in respect of Loans the Amended and of Restated Term Loan, and the additional amounts required to compensate such Lender in respect of any Additional Coststhe Bank under this Section 2.13, 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 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. (a) The If, after the date hereof, any change in any Capital Adequacy Regulation or Regulatory Change or in the interpretation thereof by any Governmental Authority charged with the administration thereof either (a) imposes, modifies or deems applicable any reserve, special-deposit or similar requirement against loans, letters of credit, guaranties, or other extensions of credit made or issued by or participated in, or assets held by, or deposits in or for the account of, any Letter of Credit Issuer or any Lender or (b) imposes on any Letter of Credit Issuer or any Lender any other condition regarding this Agreement, such Letter of Credit Issuer, such Lender or any Letter of Credit, and the result of any event referred to in the preceding clause (a) or (b) is to increase the cost to any Letter of Credit Issuer or any Lender of making or maintaining any Loan or issuing or maintaining any Letter of Credit or purchasing or maintaining any participation therein, then, upon demand by such Letter of Credit Issuer or such Lender through the Administrative Agent, the Borrower will pay to the Administrative Agent for the account of such Letter of Credit Issuer or such Lender, from time to time as specified by such Letter of Credit Issuer or such Lender through the Administrative Agent, additional amounts sufficient to compensate such Letter of Credit Issuer or such Lender for such increased cost and such Letter of Credit Issuer or Lender as of such date may, at the Borrower's option, upon written notice to the Administrative Agent and such Letter of Credit Issuer or Lender, be treated as a Declining Lender pursuant to Section 3.11 of this Agreement. A certificate as to the amount of such increased cost (including reasonable detail concerning the basis therefor), submitted to the Borrower (with a copy to the Administrative Agent) by such Letter of Credit Issuer or such Lender, shall be conclusive and binding for all purposes, absent manifest error. In addition, 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 reasonably determine to be necessary to compensate such Lender determines for any increase in costs that are attributable to its making or maintaining of any Alternative Base Rate Loans or Eurodollar Rate Loans or its obligation to make any of such LoansAlternative Base Rate Loans or Eurodollar Rate 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 its Notes or 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 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 (including any Reserve Requirement utilized in the determination of the Alternative Base 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 any of such Loans or any deposits referred to in the definition of "Eurodollar “Alternative Base Rate" ” in Section 1.1 hereof1.01 of this Agreement), but excluding or any uncommitted obligation of such Lender (including the Reserve Requirement to the extent it is included in the calculation uncommitted obligations of the Adjusted Eurodollar Ratesuch Lender hereunder); or (iii) imposes any other condition (other than addressed in Section 5.07 of this Agreement) affecting this Agreement or the Notes its 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)5.01(a) of this Agreement, 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 making, Alternative Base Rate or Eurodollar Rate Loans or to Convert Eurodollar Rate Loans into Alternative Base Rate Loans intoor vice versa, 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 5.04 of this Agreement shall be applicable), provided, however, 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 Section 5.01(a) of this Section 4.1Agreement, 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 Alternative Base Rate Loans or Eurodollar Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which that includes Alternative Base Rate Loans or Eurodollar Loans Rate Loans, as the case may be, 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 (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue makingContinue, or to Convert Base Eurodollar Rate Loans into, Eurodollar Alternative Base Rate Loans hereunder (or vice versa) shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 5.04 of this Agreement shall be applicable)) and such Lender as of such date may, at the Borrower's option, upon written notice to the Administrative Agent and such Lender, be treated as a Declining Lender pursuant to Section 3.11 of this Agreement. (c) 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 reasonably determine to be necessary to compensate such Lender (or, without duplication, the bank holding company or other holding company of which such Lender is a subsidiary) for any costs (which increases in cost, or reductions in amount receivable, shall be the result of such Lender's or holding company's reasonable allocation of the aggregate of such increases or reductions resulting from such event) that are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company or other 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 implemented after the date hereof following any Regulatory Change, including without limitation instituting 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 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)), of capital in respect of its Loans (such compensation to include 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 or other holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company or other holding company) could have achieved but for such law, regulation, interpretation, directive or request). (d) Each Lender shall notify the Borrower of any event occurring after the date hereof entitling such Lender to compensation under paragraph (a) or (c) of this Section 5.01 as promptly as practicable; provided, however, that each Lender will designate a different Applicable Lending Office for the Loans of such Lender affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the opinion of such Lender, be disadvantageous to such Lender, and (iii) each affected Lender shall use best efforts to take other measures as such Lender may deem reasonable, if as a result thereof the circumstances which would cause the additional amounts which would otherwise be required to be paid to such Lender pursuant to paragraph (a) or (c) of this Section 5.01 would be materially reduced. Each Lender will furnish to the Borrower a certificate setting forth the basis and amount of each request by such Lender for compensation under paragraph (a) or (c) of this Section 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) or (b) of this Section 5.01, or of the effect of capital maintained pursuant to paragraph (c) 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. basis and do not evidence manifest error. (e) Notwithstanding anything to the contrary contained hereinany other provision of this Section 5.01, the Borrower shall not be required to make any payment of no Additional Costs shall be payable to any Lender pursuant to this Section 4.1 with respect to the extent that such Additional Costs relating to any period result from the gross negligence or willful misconduct 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 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 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 it for any costs incurred by such Lender which such Lender Bank 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 Bank hereunder in respect of any of such Eurodollar 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 Note in respect of any of such Eurodollar Loans (other than taxes imposed on or measured by 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 deposit or similar requirement requirements (other than in the case of any Bank 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 Bank (including any of such Eurodollar Loans or any deposits referred to in the definition herein of "Eurodollar Rate" in Section 1.1 hereof"), but excluding or any commitment of such Bank (including the Reserve Requirement to the extent it is included in the calculation Commitment of the Adjusted Eurodollar Ratesuch Bank hereunder); 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)Commitment. If any Lender Bank requests compensation from the Borrower Company under this Section 4.1(a5.1(a), the Borrower Company 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, additional 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 5.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.15.1(a) hereof, 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 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 Company (with a copy to the Administrative Agent), 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 5.4 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 5.1 (but without duplication), the Company shall not apply pay directly to Additional Costs each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for any costs which it determines are attributable to the maintenance by such Bank (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) of any court or governmental or monetary authority following any Regulatory Change Change, or pursuant to 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) issued after the date hereof by any government or governmental or supervisory authority, including any implementation at the Federal level of the Basle Accord (including the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 CFR Part 208, Appendix A; ▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 CFR Part 3, Appendix A), of capital in respect of its Commitment, Loans or obligations to issue Letters of Credit or acquire participations hereunder (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 any Applicable Lending Office or such bank holding company) to a level below that which takes such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). For the purposes of this Section 5.1(c), "Basle Accord" shall mean the proposals for a risk-based capital framework described by the Basle Committee on Banking Regulations and Supervisory Practices in its paper entitled "International Convergence of Capital Measurement and Capital Standards" dated July 1988, as modified and supplemented and in effect retroactivelyfrom time to time.

Additional Costs. (a) The Borrower shall pay directly to each Lender Agent Bank from time to time, promptly upon the request of time such Lender, the amounts as Agent Bank may determine to be necessary to compensate any Syndication Party for any costs incurred by it which Agent Bank determines, based on information presented to it by such Lender which such Lender determines Syndication Party, are attributable to its such Syndication Party's making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any of such LoansAdvances, or any reduction in any amount receivable by such Lender hereunder Syndication Party under this Agreement or the Promissory Note payable to it in respect of to 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 change after the date of this Agreement in United States federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Syndication Party of or under any United States federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) by any court or governmental or monetary authority charged with the interpretation or administration thereof ("Regulatory Change Change"), which: : (ia) changes the basis of taxation of any amounts payable to such Lender Syndication Party under this Agreement or its Notes the Promissory Note payable to such Syndication Party in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender Syndication Party); 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); (iib) 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, such Lender Syndication Party; or (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 (iiic) imposes any other condition affecting this Agreement or the Notes Promissory Note payable to such Syndication Party (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). Each Lender Agent 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 Syndication Party to compensation pursuant to this Section 4.1(a) 18.11 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 Agent Bank for purposes of this Section 4.1 18.11 of the effect of any Regulatory Change on its the costs of maintaining its obligation to make Loans or such Syndication Party of making or maintaining Loans Advances or on amounts receivable by it such Syndication Party in respect of Loans Advances, and of the additional amounts required to compensate such Lender Syndication Party 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 any of the foregoing provisions of this Section 18.11 if, within ninety (90) days after being given such notice, Borrower pays off all amounts owing to the contrary contained hereinSyndication Party(s) with respect to which Agent Bank has sent Borrower notice that Borrower is liable for Additional Costs, the Borrower shall not be required have no obligation to make any payment of such 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 as to such Lender's request Syndication Party(s); provided, however, Borrower shall be liable for any Funding Losses on account of 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 retroactivelyprepayment.

Additional Costs. Anything herein to the contrary notwithstanding, if any changes in present or future applicable law (a) The Borrower shall pay directly to each Lender which term applicable law , as used in this Section 6.01, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to timetime heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making monetary 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"other authority), resulting from including without limitation any Regulatory Change which: change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) changes subject any Lender to any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to any Lender of any other amounts payable to such Lender under this Agreement hereunder, or its Notes in respect of (iii) impose or increase or render applicable any of such Loans (other than taxes imposed on the overall net income of such Lender special or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office supplemental deposit or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio reserve or similar requirement relating to any extensions of credit requirements or other assessment against assets held by, or deposits in or for the account of, or any deposits with or other liabilities or commitments of, such or loans by an office of any 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 respect of the Adjusted Eurodollar Rate); or transactions contemplated herein, or (iiiiv) imposes impose on any Lender any other condition affecting or requirement with respect to this Agreement or Agreement, and 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) result of any event occurring after of the Closing Date which will entitle such Lender foregoing is cost to compensation pursuant (A) 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 any 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 payable to such Lender hereunder, or (with a copy B) to the Administrative Agent), suspend the obligation of require such Lender to make any payment or Continue makingto forego any interest or other sum payable hereunder, 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 which payment or foregone interest or other liabilities of such Lender which includes deposits sum is calculated by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement gross amount of any sum receivable or a category of extensions of credit or other assets of deemed received by such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on from the amount of such a category of liabilities or assets which it may holdCompany hereunder, then, if and in each such case not otherwise provided for hereunder, the Company will upon demand made by such Lender so elects promptly following such Lender s receipt of notice pertaining to such matters accompanied by notice calculations thereof in reasonable detail, pay to the Borrower (with a copy to the Administrative Agent), the obligation of Lender 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 as will be sufficient 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 it for such Additional Costsadditional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to Additional Costs attributable to any Regulatory Change which takes effect retroactivelythe overall net income, profits or gains of such Lender.

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon within ten days after the 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 CostsADDITIONAL 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 and franchise taxes attributable to 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); (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 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(aSECTION 2.22(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(aSECTION 2.22(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(aSECTION 2.22(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 SECTION 2.25 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1SECTION 2.22, 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 SECTION 2.25 hereof shall be applicable). (c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 SECTION 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. (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 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: (i) changes the basis of taxation of any amounts payable to such Lender Bank 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 Bank or its Applicable Lending Office for any of such Loans Eurodollar Advances 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 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 Eurodollar 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) 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 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(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 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 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 outside the U.S. United States of America. Each Lender Bank will furnish to the Borrower with a certificate (which shall be conclusive absent manifest error) setting forth the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a5.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(a5.1(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 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 5.4 hereof shall be applicable)) and may convert any Eurodollar Advance into an Alternate Base Rate Advance, subject to the provisions of Section 5.5. (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 Eurodollar Loans Advances 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 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 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 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 Bank 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 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 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. If any applicable domestic or foreign law, treaty, government rule or regulation now or later in effect (awhether or not it now applies to Lender) The Borrower shall pay directly to each or the interpretation or administration thereof by a governmental authority charged with such interpretation or administration, or compliance by Lender from time to timewith any guideline, promptly upon the request or directive of such Lender, an authority (whether or not having the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining force 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"law), resulting from any Regulatory Change which: shall (i1) changes affect the basis of taxation of payments to Lender of any amounts payable to such Lender by Borrower under this Agreement or its Notes in respect of any of such Loans the other Loan Documents (other than taxes imposed on the overall net income of such Lender by the jurisdiction or its Applicable Lending Office for by any political subdivision or taxing authority of such Loans by the jurisdiction in which such Lender has its principal office office), or such Applicable Lending Office); (ii2) imposes impose, modify or modifies deem applicable any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement relating to any extensions of credit (including, without limitation, Federal Deposit Insurance Corporation deposit insurance premiums or other assessments) against assets of, or any deposits with or other liabilities or commitments for the account of, such Lender or credit extended by Lender, or (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 impose any other condition affecting with respect to this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify other Loan Documents and the Borrower (with a copy to the Administrative Agent) result of any event occurring after of the Closing Date which will entitle such foregoing is to increase the cost to Lender of extending, maintaining or funding any Advance or 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 ofof any sum receivable by Lender on any Advance, 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 (4) affect 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, capital required or expected to be maintained by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such or any corporation controlling Lender) and 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 determines that the amount of such a category capital is increased by or based upon the existence of liabilities Lender’s obligations under this Agreement or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to other Loan Documents and 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 increase has the effect of any Regulatory Change reducing the rate of return on Lender’s (or 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 controlling corporation’s) capital as a consequence of the obligations under this Agreement or the other Loan Documents to a level below that which Lender (or its controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to capital adequacy) by an amount deemed by Lender to be material, then Borrower shall pay to Lender, from time to time, upon request by Lender, additional amounts required sufficient to compensate such Lender for the increased cost or reduced sum receivable. Whenever Lender shall learn of circumstances described in respect this section which are likely to result in additional costs to Borrower, Lender shall give prompt written notice to Borrower of the basis for and the estimated amount of any Additional Costssuch anticipated additional costs. A statement as to the amount of the increased cost or reduced sum receivable, prepared in good faith and in reasonable detail by Lender and submitted by Lender to Borrower, shall be conclusive and binding for all purposes absent manifest error 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 retroactivelycomputation.

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 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 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 Borrower Borrowers 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 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 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); 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 Commitments. Each If any Lender will notify requests compensation from the Borrower Borrowers under this Section 5.01(a), the 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 Eurodollar Loans, or to Convert Base Rate Loans into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 hereof shall be applicable), provided that such suspension shall not affect the right of such -------- Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Borrowers shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a subsidiary) for any costs that it determines are attributable to the maintenance by such Lender (or any Applicable Lending Office or such bank holding company), pursuant to any law or regulation or any interpretation, directive or request (whether or not having the force of law and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (i) following any Regulatory Change or (ii) implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Lender shall notify the Borrowers of any event occurring after the 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 Borrowers 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 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 shall pay directly to each Lender Bank, from time to time, promptly upon the request on demand of any such LenderBank, the such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs incurred by such Lender which such Lender Bank reasonably determines are attributable to its making or maintaining of any Eurodollar Loans or its obligation to make any Loan or issue any Letter of such LoansCredit hereunder, 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 Note or any Letter of Credit 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 Bank for any of such Loans obligations by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending OfficeOffice or franchise taxes imposed in lieu of income taxes); ; 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 Bank (including any of such Loans or any deposits referred to in the definition definitions of "Eurodollar RateLIBOR Loans" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation or "Letters of the Adjusted Eurodollar RateCredit"); or or (iii) imposes any other condition affecting this Agreement Agreement, or the Notes its Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderany Letter of Credit and such Bank's obligations with respect thereto. Each Lender Bank will notify the Agent and 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(a4.2(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Notwithstanding anything herein to the contrary, and (if so requested no provision of this Section 4.2(a) shall be deemed to require the Borrower to make any payment of any amount to the extent that such payment would duplicate any payment made 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 Borrower pursuant 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)3.7 hereof. (b) Without limiting the effect of the foregoing provisions of this Section 4.14.2, 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)Borrower, 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 the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof 4.5 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 4.2 (but without duplication), the Borrower shall not apply pay to Additional Costs each Bank from time to time on request such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs which it reasonably determines are attributable to the maintenance by it or any Regulatory Change of its 31 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 such Bank to a level below that which takes effect retroactivelyit could have achieved but for such law, regulation, interpretation, directive or request). Each Bank will notify the Agent and the Borrower if it is entitled to compensation pursuant to this Section 4.2(c) as promptly as practicable after it determines to request such compensation. (d) A statement of any Bank setting forth such amount or amounts, supported by calculations in reasonable detail, as shall be necessary to compensate such Bank as specified in paragraphs (a), (b) and (c) above shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay each such Bank the amount shown as due on any such statement within ten (10) days after its receipt of the same. (e) Any Bank claiming any additional amounts payable pursuant to this Section 4.2 agrees to use reasonable efforts (consistent with legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, any such additional amounts and would not, in the reasonable judgment of such Bank, be otherwise disadvantageous to such Bank.

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 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 its Note or 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 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 used in the determination of the Eurodollar Rate for any Interest Period 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 hereof1.01), 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 its Note (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 paragraph, 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 Loans of any other Type into Eurodollar Loans, until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 5.04 shall be applicable), provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. Credit Agreement ---------------- (b) Without limiting the effect of the foregoing provisions of this Section 5.01 (but without duplication), the Company shall pay directly to each Lender from time to time on request such amounts as such Lender may determine to be necessary to compensate such Lender (or, without duplication, the bank holding company of which such Lender is a 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 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 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 Company (with a copy to the Administrative Agent), suspend ) a certificate setting forth the obligation basis and amount of each request by such Lender to make for compensation under paragraph (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 Credit Agreement ---------------- - 44 - 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 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). (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 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). (ca) 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. (b) 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 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 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 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 Borrower Kitty Hawk shall pay directly to each Lender from time to time, promptly upon within ten days after the request of such Lender, the 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 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 under this Agreement or its Notes in respect of any of such Loans (other than income taxes imposed on the overall and franchise taxes attributable to 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 applicable Lender will notify the Borrower Kitty Hawk (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 Kitty Hawk) will, if and to the Borrower) will extent that it is reasonably feasible for such Lender to do so given administrative and other considerations, 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 reasonable 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 applicable Lender will furnish the Borrower Kitty Hawk 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).Kitty (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 Kitty Hawk (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 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 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 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 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(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.such

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 to Additional Costs relating to any period of time 8.3 (“Section 8.3 Costs”) 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 are attributable to any Regulatory Change the Transferor and Other Transferors which takes effect retroactively.amounts shall be paid by the Transferor or the Other Transferors; provided, that if such T-Mobile (EIP) Third A&R RPAA

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 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 Section-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 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 161 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. (c) Without limiting the effect of the foregoing provisions of this Section 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 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 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 Borrowers if it is entitled to compensation pursuant to this Section 3.1(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 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 Lender in respect of any Additional Coststhe Bank under 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; provided, however, that the Bank shall provide ninety days' notice of any additional amounts required to compensate the Bank under this Section 3.1 (the "Adjustment"), and the Borrowers may thereafter attempt to negotiate the amount of the Adjustment in good faith with the Bank within ninety days of the day on which the Borrowers are so notified. Notwithstanding anything If the Borrowers and the Bank are unable to agree on the amount of the Adjustment within such ninety-day period, then the amount of the Adjustment shall be the amount set forth in the aforementioned notice from the Bank to the contrary contained hereinBorrowers. Whatever the final Adjustment may be, if the Borrower Bank shall still have any Loans outstanding to the Borrowers 162 upon the expiration of such ninety-day period, then the Adjustment shall be effective retroactive to the date on which the Borrowers first received notice of the Adjustment. The Bank shall not be required obligated to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 offer LIBO Rates with respect to Additional Costs relating to Interest Periods commencing during the period following any period of time which is more than 180 days such notice and prior to such Lender's request for such Additional Costs, provided that agreement by the foregoing provisions Bank and the Borrowers as to the amount of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelythe Adjustment.

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon time such amounts as Bank may 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 Loan under this Credit Agreement or its obligation undertaking to make or maintain any of such LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank hereunder in respect of any such Loans or obligations such undertaking (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change regulatory change applicable to Bank which: : (i) changes the basis of taxation of any amounts payable to such Lender Bank under this Credit Agreement or its Notes in respect of any of such Loans (other than federal and state taxes imposed on the overall net income of such Lender or its Applicable Lending Office for Bank on account of any of such Loans by the jurisdiction in which such Lender has its principal office the Bank is located); 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 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 Base Rate); or or (iii) imposes any other condition affecting this Credit Agreement or the Notes (or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereunderliabilities). 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 Credit Agreement which will entitle such Lender Bank to compensation pursuant to this Section 4.1(a) Part as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and . All payments required from Borrower hereunder shall be made within fifteen (if so requested by the 15) days of Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans 's receipt 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 notice 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)payments are due. (b) Without limiting the effect of the foregoing provisions of this Section 4.1Part, in the event that, by reason of any Regulatory Changeregulatory change applicable to Bank, 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 Base Rate is determined as provided in this Credit 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 Borrower, the Borrower (with a copy undertaking of Bank to make such Eurodollar Loans, or to renew the Eurodollar Base Rate or to convert any interest rate option to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Eurodollar Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until the date such Regulatory Change applicable regulatory change ceases to be in effect (effect, and Borrower shall on the last day of the then current Interest Period for such affected outstanding Loans pay such Loans in which case the provisions of Section 4.4 hereof shall be applicable)accordance with this Credit Agreement. (c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 Part of the effect of any Regulatory Change applicable regulatory change on its costs of maintaining its obligation to make Loans or of making or maintaining such Loans or on amounts receivable by it in respect of Loans such 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 manifest errorconclusive, provided that such determinations and allocations are made in good faith 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 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 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 from time to time, promptly upon the request of such LenderLender delivered to the Administrative Agent, and further delivered to the Borrower by the Administrative Agent, 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 . 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), who ------------- shall promptly deliver a copy of such notice to such Lender, 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).liabilities (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 time within five Banking Days of demand therefor 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 of any Eurodollar Loans under this Agreement or its Note 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 Note in respect of any of such Loans (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 Lender; 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 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) 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(S) 3.01(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(S) 3.01(a), or under (S) 3.01(c), 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 of the Regulatory Change giving rise type with respect to which such request ceases to be in effect compensation is requested (in which case the provisions of Section 4.4 hereof (S) 3.04 shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1(S) 3.01, 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 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 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 (S) 3.04 shall be applicable). (c) Without limiting the effect of the foregoing provisions of this (S) 3.01 (but without duplication), the Borrower shall pay directly to each Lender from time to time within five Banking Days of request therefor 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 the Lender or its bank holding company 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) of any court or governmental or monetary authority, whether in effect on the date of this Agreement or thereafter, 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 such Lender or its bank holding company or any of its Affiliates to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each Lender will notify the Borrower if such Lender is entitled to compensation pursuant to this (S) 3.01(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 (S) 3.01 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 Costsunder this (S) 3.01, 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, Each Lender demanding payment from the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect (S) 3.01 shall furnish to Additional Costs relating to any period the Borrower at the time of time which is more than 180 days prior to such Lender's request demand a statement showing the basis for and the method of calculation of 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.

Additional Costs. (a) The Each 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 increases in costs and reductions in amounts receivable being herein called "Additional Costs")obligation, 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 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 Credit Agreement ---------------- 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); 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 If any Lender will notify requests compensation from a Borrower under this Section 5.01(a), such Borrower may, by notice to such Lender through the Borrower Parent (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), 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 (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 Credit Agreement ---------------- having the force of law and whether or not the failure to comply therewith would be unlawful) hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord, of capital in respect of its Commitments or Loans (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or any Applicable Lending Office or such bank holding company) to a level below that which such Lender (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request). (c) Each Lender shall notify the Borrowers of any event occurring after the 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 180 days, after such Lender obtains actual knowledge thereof; PROVIDED that (i) if any Lender fails to give such notice within 180 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 180 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 relevant Borrower with a certificate setting forth in reasonable detail 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 Credit Agreement ---------------- 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 PROVIDED that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to basis and consistent with 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 methodology generally applied 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 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 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 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 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) 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 Credit Agreement 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 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 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 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 Eurodollar 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 Eurodollar Loan, to reimburse such Lender's request , in accordance Credit Agreement 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 11.12.1 Borrower shall pay directly to each Lender Agent, promptly after receipt of a written demand and suitable evidence of the cost having been incurred by Agent, from time to time, promptly upon the request of time such Lender, the amounts as Agent may reasonably determine to be necessary to compensate it for any costs incurred by such Lender which such Lender Agent that Agent determines are directly 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 Agent hereunder in respect of any such Loans or obligations Credit Extensions relating thereto (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change regulatory change which: (ia) changes the basis of taxation of any amounts payable to such Lender Agent under this Agreement or its Notes in respect of any of such Loans Credit Extensions (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans Agent by the jurisdiction in which such Lender Agent has its principal office or such Applicable Lending Officeoffice); (iib) 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 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)Agent; or (iiic) imposes any other condition affecting this Agreement or the Notes (or any of such extensions of credit or liabilities liabilities), (each of the events specified at Clauses 11.12.1(a), 11.12.1(b) and 11.12.1(c) (except an event attributable to the wilful breach by the Agent or commitments contemplated hereunder any of its Affiliates of any law or thereunder. Each Lender regulation) being a “Regulatory Change”). 11.12.2 Agent will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender Agent to compensation pursuant to this Section 4.1(aClause 11.12 (Additional Costs) 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 . Agent will furnish the Borrower with a certificate statement setting forth out the basis and the amount of each request of such Lender by Agent for compensation under this Section 4.1(aClause 11.12 (Additional Costs). 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 Agent for purposes of this Section 4.1 Clause 11.12 (Additional Costs) of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans or Credit Extensions, of making or maintaining Loans Credit Extensions, or on amounts receivable by it in respect of Loans Credit Extensions, and of the additional amounts required to compensate such Lender Agent in respect of any Additional Costs, shall be conclusive in the absence of manifest error. 11.12.3 If Agent shall determine (acting reasonably) that the adoption or implementation of any applicable law, provided rule, regulation, or treaty regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Agent (or its applicable lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on capital of Agent or any person or entity controlling Agent (a “Parent”) as a consequence of its obligations hereunder to a level below that which Agent (or its Parent) could have achieved but for such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained hereinadoption, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 change, or compliance (taking into consideration policies with respect to Additional Costs relating capital adequacy) by an amount deemed by Agent to any period of be material, then from time which is more than 180 to time, within five (5) days prior after demand by Agent, Borrower shall pay to Agent such Lender's request additional amount or amounts as will compensate Agent for such reduction. A statement of Agent claiming compensation under this Clause 11.12 (Additional Costs, provided that ) and setting out the foregoing provisions of this sentence additional amount or amounts to be paid to it hereunder shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelybe conclusive absent manifest error.

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 hereof shall be applicable).Change (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; 12 C.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) ▇▇d 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 such Lender, the costs incurred by such Lender which such Lender reasonably 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 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 Note in respect of any of such Loans (other than taxes imposed on or measured by or calculated on the basis of the overall net income or capital 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 OfficeLoans); (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 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 (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(aSECTION 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 PROVIDED, HOWEVER, 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(aSECTION 4.1(A). If any Lender requests compensation from the Borrower under this Section 4.1(aSECTION 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 SECTION 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section SECTION 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs Costs, that the Borrower has indicated it will not pay, 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 SECTION 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender for purposes of this Section 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 PROVIDED, HOWEVER, 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. This section survives the full satisfaction of the Obligation, termination of the Credit Documents, and release of Lender Liens. (a) The Borrower shall pay directly to each For any LIBOR Borrowing or Fixed-Rate Borrowing, if (i) (A) any change after the date of this agreement in any present or future Governmental Requirement (and, for purposes of this Section 3.10, Governmental Requirement includes interpretations and guidelines of any Governmental Authority, whether or not having the force of law) or any future Governmental Requirement imposes, modifies, or deems applicable (or if compliance by any Lender from time to timewith any requirement of any Governmental Authority results in) any requirement that any reserves (including, promptly upon the request of such Lenderwithout limitation, any marginal, emergency, supplemental, or special reserves) be maintained, (B) those reserves reduce any sums receivable by any Lender under this agreement or increase the costs incurred by such any Lender which such in advancing or maintaining any portion of any LIBOR Borrowing or Fixed-Rate Borrowing, and (C) that Lender determines are attributable that the reduction or increase is material (and it may, in determining the material nature of the reduction or increase, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method), then (ii) that Lender (through Administrative Agent) shall deliver to its making or maintaining of any Eurodollar Loans or its obligation to make any of such LoansCo-Borrowers a certificate, or any reduction in any amount receivable by such Lender hereunder in respect within one (1) year of any such Loans or obligations (such increases change, stating 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 reasonable detail the calculation of the Adjusted Eurodollar Rateamount necessary to compensate it for its reduction or increase (which certificate is conclusive and binding absent manifest error); 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 Co-Borrowers shall pay that amount to that 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)within ten days after demand. (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 If (i) incurs Additional Costs based (A) any change after the date of this agreement in any present or future Governmental Requirement regarding capital adequacy or compliance by any Lender with any request, directive, or requirement now or in the future imposed by any Governmental Authority regarding capital adequacy or any change in the risk category of this transaction reduces the rate of return on its capital as a consequence of its obligations under this agreement to a level below that which it otherwise could have achieved (taking into consideration its policies with respect to capital adequacy) by an amount deemed by it to be material (and it may, in determining the material nature of the reduction, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or measured by attribution method), then (ii) that Lender (through Administrative Agent) shall deliver to Co-Borrowers a certificate, within one (1) year of any such change, stating in reasonable detail the excess above a specified level calculation of the amount of a category of deposits or other liabilities of such Lender necessary to compensate it for its reduction (which includes deposits by reference to which the interest rate on Eurodollar Loans certificate 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 Agentconclusive and binding absent manifest error), the obligation of such and Co-Borrowers shall pay that amount to that 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).within ten days after demand. Credit Agreement (c) Determinations and allocations Any Taxes payable by Administrative Agent or any Lender for purposes of this Section 4.1 of the effect of or ruled (by a Governmental Authority) payable by Administrative Agent or 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 CostsCredit Document shall -- if permitted by Governmental Requirement and if deemed material by Administrative Agent or that Lender (who may, in determining the material nature of the amount payable, utilize reasonable assumptions and allocations of costs and expenses and use any reasonable averaging or attribution method) -- be paid by Co-Borrowers, together with interest and penalties, if any (except for Taxes payable on the overall Net Income of Administrative Agent or that Lender and except for interest and penalties incurred as a result of the gross negligence or willful misconduct of Administrative Agent or any Lender). Administrative Agent or that Lender (through Administrative Agent) shall be notify Co-Borrowers and deliver to Co-Borrowers a certificate stating in reasonable detail the calculation of the amount of payable Taxes, which certificate is conclusive in the absence of and binding (absent manifest error), provided and Co-Borrowers shall pay that such determinations and allocations are made on amount to Administrative Agent for the account of Administrative Agent or that Lender, as the case may be, within ten days after demand. If Administrative Agent or that Lender subsequently receives a reasonable basis. refund of the Taxes paid to it by Co-Borrowers, then the recipient shall promptly pay the refund to Co-Borrowers. (d) Notwithstanding anything to the contrary contained hereinin Section 10, the Borrower shall not be required to make any payment breach of Additional Costs Section 9.1 or Section 9.2 arising solely as a result of payments made 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 3.10 shall not apply be deemed to Additional Costs attributable to any Regulatory Change which takes effect retroactivelybe an Event of Default.

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 Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may reasonably 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 any of such LoansLoans hereunder or issue or participate in any Letter of Credit, 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 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 or any deposits referred to in the definition of "Eurodollar Libor Rate" in Section 1.1 hereof, hereof but excluding the any Reserve Requirement to the extent it is included already taken into account in the calculation of calculating 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 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 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 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 5.1(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(asubsection 5.1(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 issue or participate in Letters of Credit or to make Loans subject to Libor Accounts or Continue making, Libor Accounts as Libor Accounts or Convert Base Rate Loans into, Eurodollar Loans Accounts into Libor Accounts 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 applicableapplicable with respect to such Libor Accounts). A Bank may only request compensation under this subsection 5.1(a) for Additional Costs which it incurred at any time after the date six (6) months prior to the date the Bank requests such compensation. (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 Eurodollar the Loans subject to Libor Accounts 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 subject to Libor 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 Loans subject to Libor Accounts or Continue making, Libor Accounts as Libor Accounts or Convert Base Rate Loans into, Eurodollar Loans Accounts into Libor 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 Loans or issue or participate in Letters of Credit or of making or maintaining Loans or issuing or participating in 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 shall, absent manifest error, constitute prima facie evidence of the accuracy thereof, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Additionally, each Bank shall, upon request by the Borrower, take requested measures to mitigate the contrary contained herein, Additional Costs which the Borrower is required to pay to any Bank if such measures can, in the sole and absolute opinion of such Bank be taken without such Bank suffering any economic, legal, regulatory or other disadvantage (provided, however, that no such Bank shall not be required to make any payment designate a funding office that is not located in the United States 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 retroactivelyAmerica).