Common use of Additional Costs Clause in Contracts

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

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

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

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

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

Additional Costs. If any present or future applicable law, which expression, as used herein, includes statutes, 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 time hereafter made upon or otherwise issued to the Metal Lender by any central bank or other fiscal, monetary or other authority (whether or not having the force of law), shall: (a) The Borrower shall pay directly subject the Metal Lender to each Lender from time to timeany tax (except for taxes on income or profits), promptly upon the request of such Lenderlevy, the costs incurred by such Lender which such Lender determines are attributable to its making impost, duty, charge, fee, deduction or maintaining withholding of any Eurodollar nature with respect to the making of Fixed Rate Consignments or Fixed Rate Gold Loans, or (b) materially change the basis of taxation (except for changes in taxes on income or profits) of payments to the Metal Lender of the principal of or the interest on Fixed Rate Consignments or Fixed Rate Gold Loans or its obligation any other amounts payable to make the Metal Lender under this Agreement for Fixed Rate Consignments or Fixed Rate Gold Loans, or (c) impose or increase or render applicable (other than to the extent specifically provided for elsewhere in this Agreement) any special deposit, reserve, assessment, liquidity, capital adequacy or other similar requirements (whether or not having the force of law) against assets held by, or deposits in or for the account of, or loans by, or commitments of the Metal Lender as they relate to this Agreement, or (d) impose on the Metal Lender any other conditions or requirements with respect to Fixed Rate Consignments or Fixed Rate Gold Loans or any class of commitments of which any of such Loans, Fixed Rate Consignments or any reduction in any amount receivable by such Lender hereunder in respect Fixed Rate Gold Loans form a part; (e) and the result 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 whichof the foregoing is: (i) changes to increase the basis cost to the Metal Lender of taxation of any amounts payable to such Lender under this Agreement making, funding, issuing, renewing, extending or its Notes in respect of maintaining any of such Loans (other than taxes imposed on the overall net income of such Lender Fixed Rate Consignments 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);Fixed Rate Gold Loans, or (ii) imposes or modifies any reserveto reduce the amount of principal, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit interest or other assets of, or any deposits with or other liabilities or commitments of, such amount payable to the Metal Lender (including hereunder on account of any of such Loans the Fixed Rate Consignments or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereofFixed Rate Gold Loans, 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 to require the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Metal 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 or to forego any interest or other sum payable hereunder, the amount of Additional Costs which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Metal Lender pursuant for the Customers hereunder, then, and in each such case, the Customers will, upon demand by the Metal Lender, at any time and from time to this Section 4.1 with respect time and as often as the occasion therefor may arise, pay to Additional Costs relating the Metal Lender such additional amounts as will be sufficient to any period of time which is more than 180 days prior to such Lender's request compensate the Metal Lender for such Additional Costsadditional cost, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyreduction, payment or foregone interest or other sum.

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

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

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

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

Additional Costs. (a) The Borrower shall 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 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 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 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 Bank from time to time, promptly upon the request of such LenderBank, the reasonable costs incurred by such Lender Bank which such Lender Bank 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 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 Bank under this Agreement or its Notes in respect of any of such Loans (other than taxes imposed on the overall net income or gross receipts 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 Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender 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(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 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. United States. 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(a). If any Lender Bank requests compensation from the Borrower under this Section 4.1(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 ABR Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender 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), the obligation of such Lender Bank to make or Continue making, or Convert Base Rate ABR Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) Determinations and allocations by any Lender Bank for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans 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 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 shall pay directly to each Lender the Agent for the account of the Lenders from time to time, promptly upon the request of time such Lender, the amounts as a Lender may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Loan under this Agreement or its obligation undertaking to make or maintain any of such LoansLoan hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any Loan or such Loans or obligations undertaking, including without limitation any increase in the amount of capital and reduced rate of return (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change applicable to such Lender 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 Loan (other than federal and state taxes imposed on the overall net income of such Lender or its Applicable Lending Office for on account of any of such Loans Loan by the jurisdiction in which the such Lender has its principal office is located); 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 Loan 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 the making or maintaining of any Loan under this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunderAgreement. Each Lender 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 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 ChangeChange applicable to a Lender, any such 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 Base Rate 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 (with a copy to Agent and the Administrative Agent)Borrower, the obligation undertaking of such Lender to make or Continue makingrenew such Fixed Rate Loan, or Convert Base to convert any Loan to an affected Fixed Rate Loans into, Eurodollar Loans hereunder Loan shall be suspended until the date such 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 or convert such Loans in accordance with this Agreement; provided, however, that this sub-paragraph (ii) does not apply to Term Loans in which case existence at the provisions of time such Lender becomes subject to such restrictions unless Section 4.4 hereof shall be 2.12 is otherwise applicable). (c) Determinations and allocations by any a Lender for purposes of this Section 4.1 Part of the effect of any 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 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 Such Lender shall provide 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 a statement setting forth in reasonable detail 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. (aA) The Borrower shall pay directly acknowledges that the terms and conditions of the Agreement have been determined in accordance with the legal and tax data on the date that the Agreement is signed. Consequently, if the Bank(s) was (were) legally subject to each Lender from time to timea tax (other than income tax and additional contributions) or regulatory, promptly upon or prudential measure or any other measure resulting in a significant increase in the request cost of such Lendertheir interests or their obligations under the Loan, the costs incurred by such Lender which such Lender determines are attributable to its making following a new legislative or maintaining of any Eurodollar Loans or its obligation to make any of such Loansregulatory provisions another administrative measure, or any new construction of a legislative or regulatory provision by any competent authority, of an obligatory nature, or any other measure of an obligatory nature which has the effect of significantly reducing the net revenue from its (their) Participation (this increase in cost or any other reduction in any amount receivable by such Lender hereunder in respect revenue, net of any such Loans or obligations positive tax impact for the Bank(s) is called ‘the Supplementary Cost’) the Borrower undertakes, if requested by the Agent acting on behalf of the Banks, to firstly pay the whole of the Supplementary Costs which the Bank(s) will have to support, providing that, the Borrower is provided with of the documents and elements enabling it to differentiate and to quantify the said Supplementary Cost, and secondly, the provisions of Paragraphs (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"B), resulting from any Regulatory Change which:(C), (D) and (E) below. (iB) changes It is expressly agreed that any reasonably foreseeable change in the basis legislation on the date of taxation the signature of the Agreement, and any impact of the decision of the Basle Committee II, as described in the publications of Bale Committee II before the date that the Agreement is signed, will not give rise to the application of the provisions of Paragraph (A) above. (C) The Agent will immediately inform the Borrower in writing of any amounts payable event which to its knowledge, would permit the Bank(s) to benefit from the provisions of Paragraph 9.1 (A) and will endeavor to exempt the Borrower from paying such Lender a Supplementary Cost, in particular by transferring the Bank’s(s’) rights and obligations under this Agreement to one or more of its Notes (their) branches and to other banks which may not be affected by this event. (D) If the Agent requests the Borrower to pay a Supplementary Cost under Paragraph 9.1 (A), after the Agent has informed it that it is impossible to exempt it from this payment, the Borrower can repay the whole amount owed to the Bank(s) under the Agreement, in respect principal, interest, late interest, fee, costs and incidental expenses, to the exclusion of any the Supplementary Cost. No penalty will be applied to this type of such Loans prepayment, including if the Loan is refinanced by third party banks. (E) If the Borrower agrees to pay a Supplementary Cost, the Agent and the Borrower will meet as quickly as possible to decide whether it is necessary to take this Supplementary Cost into account when calculating the Financial ratios. If an agreement is not reached, the Borrower can revoke on its agreement to pay the Supplementary Cost and pay all the sums owed to the Bank(s) under the Agreement, in principal, late interest, fee, costs and incidental expenses. No penalty will be applied to this type of prepayment, including if the Loan is refinanced by third party banks. (F) If the Borrower pays a sum on dates other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in those which such Lender has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans or any deposits referred to are stipulated in the definition Agreement, apart from cases of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation voluntary or mandatory prepayment of the Adjusted Eurodollar RateLoan under Articles 5.2, 5.3, 7.1 (E); or , 9.1 (iiiD), 9.1 (E) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify the Borrower and 9.2 (with a copy to the Administrative Agent) of any event occurring after the Closing Date which will entitle such Lender to compensation pursuant to this Section 4.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of such Lender if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(aB), the Borrower maywill indemnify the Agent the resulting rollover losses, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (b) Without limiting the effect on behalf of the foregoing provisions of this Section 4.1Banks, in on ordinary request from it, providing that it is provided with all documents or elements enabling it to distinguish and to quantify the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)said rollover losses. (c) Determinations and allocations by any Lender for purposes of this Section 4.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Loans or of making or maintaining Loans or on amounts receivable by it in respect of Loans and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower 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 Loans, Eurodollar Loans hereunder or any reduction in any amount receivable by such Lender 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 CostsADDITIONAL COSTS"), resulting from any Regulatory Change whichthat: (i) shall subject any Lender (or its Applicable Lending Office for any of such Eurodollar Loans) to any tax, duty or other charge in respect of such Eurodollar Loans or its Facility C Note or changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Facility C Note in respect of any of such Eurodollar Loans (other than taxes imposed excluding changes in the rate of tax 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 is organized or has its principal office or such in which its Applicable Lending OfficeOffice is organized or located or, in each case, any political subdivision or taxing authority thereof or therein);; 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 Eurodollar 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 Eurodollar Loans or any deposits referred to in the definition definitions 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 Facility C Commitment of the Adjusted Eurodollar Ratesuch Lender hereunder); or (iii) imposes any other condition affecting this Agreement or the Notes its Facility C 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 Facility C Commitment. 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 Facility C Loans into, of another Type into Eurodollar Loans or to Convert Eurodollar Loans into Facility C Loans of another Type until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of 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, 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 Facility C Loans of another type into, Eurodollar Loans Loans, hereunder (as the case may be) shall be suspended until any 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 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 which takes effect retroactively.or (ii) hereafter implementing any risk-based CREDIT AGREEMENT 31

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

Additional Costs. (a) The Borrower Borrowers 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 costs incurred by such Lender which such Lender Bank determines are attributable to its making or maintaining of any Eurodollar Fixed Rate 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 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 Bank 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 Bank or of 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 (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 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 Rate1.1); 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 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 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 Bank requests compensation from the Borrower under this Section 4.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable).the (b) Without limiting the effect of the foregoing provisions of this Section 4.13.1, 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 Fixed Rate 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 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 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 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 and all Loans of Section 4.4 hereof such type held by such Bank then outstanding shall be applicableconverted in accordance with Section 3.4). (c) Without limiting the effect of the foregoing provisions of this Section 3.1 (but without duplication), the Borrowers shall pay directly to each Bank from time to time on request such amounts as such Bank may determine to be necessary to compensate such 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 Authority 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 such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). Each 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 a 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 CostsBank 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. 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 Borrower and 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 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 Bank 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 Bank or 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); (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 Eurodollar Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender 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 (but in any event within 360 days after such event) 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 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 the Borrower with a certificate (which absent manifest error, shall be conclusive) 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 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 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 ChangeChange that becomes effective after date hereof, 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 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).a (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 Eurodollar Loans or of making or maintaining Eurodollar Loans or on amounts receivable by it in respect of Loans Eurodollar 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 on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

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

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 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 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 Borrower shall pay directly to each Lender Bank or other Recipient from time to time, promptly upon the request of time on demand such Lender, the amounts as such Bank or other Recipient may reasonably determine to be necessary to compensate it for any increased costs incurred by such Lender which such Lender Bank or other Recipient determines are attributable to its making or maintaining of any Eurodollar Loans a Loan, or its obligation to make any of such Loansor maintain a Loan, or its obligation to Convert a Loan hereunder, or any reduction in any amount receivable by such Lender Bank or other Recipient hereunder in respect of any its Loan(s) 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 subjects any amounts payable Recipient to such Lender under this Agreement or its Notes in respect of any of such Loans Taxes (other than taxes imposed (A) Indemnified Taxes, and (B) Excluded Taxes) on the overall net income its loans, loan principal, letters of such Lender credit, commitments, or other obligations, or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office deposits, reserves, other liabilities or such Applicable Lending Office);capital attributable thereto; 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, liquidity, 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 Loan or any deposits referred to in the definition of "Eurodollar Rate" “LIBOR Interest Rate”pursuant to regulations issued from time to time by the FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation Regulation D of the Adjusted Eurodollar RateFRB, as amended and in effect from time to time)), or any commitment of such Bank (including such Bank’s Loan Commitment hereunder); or (iii3) imposes any other condition condition, cost or expense (other than Taxes) 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 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) Bank 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 LIBORTerm SOFR Loans hereunder or Daily SOFR Loans shall be suspended (in which case the provisions of Section 3.04 shall be applicable) until such Regulatory Change ceases to be in effect (effect. The obligations of Borrower under this Section shall survive the repayment of all amounts due under or in which case connection with any of the provisions Loan Documents and the termination of Section 4.4 hereof shall be applicable). (c) the Loan Commitments in respect of the period prior to such termination. 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 included in a calculation of such amounts given to Borrower and shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything contained in this Article III to the contrary contained hereincontrary, Borrower shall only be obligated to pay any amounts due under this Section 3.01 or under Section 3.06 if, and a Bank shall not exercise any right under this Section 3.01 or Sections 3.02, 3.03, 3.04 or 3.06 unless, the applicable Bank is generally imposing a similar charge on, or otherwise similarly enforcing its agreements with, its other similarly situated borrowers. In addition, Borrower shall not be required obligated to make compensate any payment of Additional Costs to Bank under any Lender pursuant to this Section 4.1 with respect to Additional Costs relating such provision for any amounts attributable to any period of time which is more than 180 days prior to such Lender's request for Bank’s delivery of notice thereof to Borrower (except that if a Regulatory Change is retroactive, then such Additional Costsperiod shall be extended to include the period of retroactive effect, provided that such Bank delivered notice thereof to Borrower no later than 180 days after the foregoing provisions date on which the Regulatory Change with such retroactive effect was made). For purposes of this sentence shall not apply to Additional Costs attributable to Section 3.01, the term “Bank” includes any Regulatory Change which takes effect retroactivelyFronting Bank.

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

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon as and by way of additional interest on the request of Indebtedness hereunder (to the extent such Lendercharacterization as interest is permitted by applicable law), the such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs incurred by that 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 LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank 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 whichafter the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect) that: (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 extensions of credit (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeExcluded Taxes);; 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 Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments ofof such Bank (including, such Lender (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 Bank (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments 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)its Commitment. If any Lender Bank requests compensation from the Borrower under this Section 4.1(a5.01(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank thereafter to make or Continue making, or Convert Base Rate Loans into, maintain the Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect effect, provided that such suspension shall not affect the right of such Bank to receive the compensation so requested and provided further that (in which case unless the provisions Borrower exercises its right under Section 5.07 to require such Bank to assign and delegate all of Section 4.4 hereof its interests, rights and obligations under this Agreement to an assignee that assumes those obligations) the Borrower, at its election, may prepay all then outstanding Loans of such Bank together with accrued interest thereon at the end of the Interest Period applicable thereto, without repaying Loans due to the other Banks and the Commitment Percentages of the remaining Banks shall be applicable)adjusted accordingly. The Administrative Agent and/or any Bank, as the case may be, shall use its reasonable efforts (consistent with its internal legal policy and regulatory restrictions) to mitigate any Additional Costs. (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 ChangeChange after the date of this Agreement or with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Lender Regulatory Change after such applicable date with retroactive effect) any 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 which Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is are determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which Bank 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 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 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)effect. (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 Borrower shall not apply pay directly, as and by way of additional interest on the Indebtedness hereunder (to Additional Costs the extent such characterization as interest is permitted by applicable law), to each Bank from time to time on request such amounts as such Bank may determine, acting reasonably, to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for (i) any costs that it determines, acting reasonably, 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 and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (A) following any Regulatory Change after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which takes effect retroactivelysuch financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect) or (B) implementing after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, 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; 1▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A), such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the Commitment or Loans of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request; and (ii) any reduction in amounts payable to it hereunder (other than a reduction resulting from a higher rate of Excluded Taxes) or any payment required to be made or return that is foregone on or calculated with reference to any amount received or receivable by such Bank under this Agreement as a result of a Regulatory Change after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect).

Additional Costs. (a) The Each Borrower (or the Company on its behalf) shall pay directly to the Administrative Agent for the account of each Lender and each LC Issuer from time to time, promptly upon the request of time such Lender, the amounts as such Lender or such LC Issuer may determine to be necessary to compensate it for any costs incurred by such Lender or such LC Issuer which such Lender or such LC Issuer determines are attributable to its making making, issuing or maintaining of any Eurodollar Fixed Rate Loans or Letters of Credit hereunder or its obligation to make or issue any of such LoansLoans or Letters of Credit hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any of such Loans or obligations Letters of Credit or such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), in each case resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender or any LC Issuer under this Agreement or its Notes or Letters of Credit in respect of any of such Loans or Letters of Credit (other than changes which affect taxes measured by or imposed on the overall net income of such Lender or such LC Issuer or of its Applicable Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which such Lender or such LC Issuer 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 or any LC Issuer (including any of such Loans or Letters of Credit 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 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 LC Issuer and the Lenders each will notify the Company and each other applicable Borrower (with a copy to or the Company on its behalf), through the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle such Lender or such LC Issuer 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 and/or LC Issuer, as applicable, will furnish the Borrower Company with a certificate statement setting forth the basis and the amount of each request of by such Lender or such LC Issuer for compensation under this Section 4.1(a6.01(a). If any Lender or LC Issuer requests compensation from the any Borrower under this Section 4.1(a6.01(a), the such Borrower may, by notice to such Lender (with a copy to or such LC Issuer, as applicable, through the Administrative Agent), suspend the obligation of such Lender or LC Issuer to make or Continue making, or Convert Base additional Fixed Rate Loans into, Eurodollar Loans of the relevant Type or issue Letters of Credit to the Borrowers until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 6.04 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.16.01, in the event thatif, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender or LC Issuer which includes deposits by reference to which the interest rate on Eurodollar any Type of Fixed Rate Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender or LC Issuer which includes Eurodollar any Type of Fixed Rate Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender or LC Issuer so elects by notice to the Borrower Company (with a copy to the Administrative Agent)) and each other Borrower, as applicable, the obligation of such Lender or LC Issuer to make or Continue making, or Convert Base Fixed Rate Loans into, Eurodollar Loans of the relevant Type or issue Letters of Credit 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 Lender, or any LC Issuer 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 issue Letters of making Credit or of making, issuing or maintaining Loans or 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 or LC Issuer in respect of any Additional Costs, shall be conclusive in the absence of presumed correct absent manifest error. (d) Notwithstanding the foregoing, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the no Borrower shall not be required to make compensate any payment of Lender or LC Issuer for any Additional Costs incurred more than one year prior to any the date that such Lender pursuant to this Section 4.1 with respect to or LC Issuer notifies such Borrower thereof, unless such Additional Costs relating were caused by the retroactive application of a Regulatory Change to any period of time which is a date more than 180 days one year prior to the date of 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 retroactivelynotice.

Additional Costs. (a) The Borrower shall pay directly to the 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 LIBOR 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 LIBOR Loan or such Loans or obligations 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 the 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);LIBOR Loan; or (ii) imposes or modifies any reserve, special deposit, minimum capital, capital ratio deposit or similar requirement requirements (other than the Reserve Requirement, to the extent it is taken into consideration in determining the LIBOR Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans LIBOR Loan or any deposits referred to in the definition of "Eurodollar LIBOR Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Ratebelow); or (iii) imposes any other condition affecting this Agreement or the Notes or any extensions of credit or liabilities or commitments contemplated hereunder or thereunder. Each Lender will notify provide the Borrower (with a copy to the Administrative Agent) notice 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 statement, in reasonable detail, setting forth the basis and the amount of each request of by such Lender for compensation under this Section 4.1(a)Section. Within 30 days of the notice by such Lender, the Borrower shall pay the Agent for the benefit of the affected Lender that portion of such increased costs incurred or reduction in an amount received which is attributable to making, funding and maintaining such affected Lender's Loans hereunder. If such sum is not paid within such 30 day period, it shall bear interest at the Post-Default Rate until paid in full. The Borrower shall not be required to make any such payment for such increased costs arising prior to the date which is one hundred twenty (120) days before the date of such notice (unless and only to the extent such law, rule, regulation, policy, guideline, directive or interpretation applies retroactively to a period prior to the date which is one hundred twenty (120) days before the date of such notice, in which case, the Borrower shall not be required to make any payment for increased costs resulting from such retroactive application unless such Lender provides such notice within one hundred twenty (120) days after such rule, regulation, policy, guideline, directive or interpretation is published in final form and the Lender reasonably should have been aware thereof. If any affected Lender requests compensation from shall subsequently recoup costs for which such Lender has heretofore been compensated by the Borrower under this Section 4.1(a)4.12, such Lender shall remit to the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation amount 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)recoupment. (b) Without limiting the effect of the foregoing provisions 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 LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent)Borrower, the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar LIBOR Loans hereunder shall be suspended until the date such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (ci) 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 obligations to make LIBOR Loans or of making or maintaining LIBOR Loans or on amounts receivable by it in respect of Loans LIBOR Loans, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to 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 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 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 Loans, Eurodollar Loans hereunder or any reduction in any amount receivable by such Lender 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 CostsADDITIONAL COSTS"), resulting from any Regulatory Change whichthat: (i) shall subject any Lender (or its Applicable Lending Office for any of such Eurodollar Loans) to any tax, duty or other charge in respect of such Eurodollar 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 Eurodollar Loans (other than taxes imposed excluding changes in the rate of tax 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 is organized or has its principal office or such in which its Applicable Lending OfficeOffice is organized or located or, in each case, any political subdivision or taxing authority thereof or therein);; 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 Eurodollar 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 Eurodollar Loans or any deposits referred to in the definition definitions 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 its Notes (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 into, of another Type into Eurodollar Loans or to Convert Eurodollar Loans into Loans of another Type until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of 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, 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 of another type into, Eurodollar Loans Loans, hereunder (as the case may be) shall be suspended until any 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 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 which takes effect retroactively.or (ii) hereafter implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether CREDIT AGREEMENT

Additional Costs. (a) The Borrower shall pay directly to each Lender Bank from time to time, promptly upon as and by way of additional interest on the request of Indebtedness hereunder (to the extent such Lendercharacterization as interest is permitted by applicable law), the such amounts as such Bank may reasonably determine to be necessary to compensate such Bank for any costs incurred by that 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 LoansLoans hereunder, or any reduction in any amount receivable by such Lender Bank 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 whichafter the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect) that: (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 extensions of credit (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Applicable Lending OfficeExcluded Taxes);; 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 Loans) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments ofof such Bank (including, such Lender (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 Bank (including, without limitation, the Reserve Requirement to the extent it is included in the calculation Commitments 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)its Commitment. If any Lender Bank requests compensation from the Borrower under this Section 4.1(a5.01(a), the Borrower may, by notice to such Lender Bank (with a copy to the Administrative Agent), ) suspend the obligation of such Lender Bank thereafter to make or Continue making, or Convert Base Rate Loans into, maintain the Eurodollar Loans until the Regulatory Change giving rise to such request ceases to be in effect effect; provided that such suspension shall not affect the right of such Bank to receive the compensation so requested; and provided further that (in which case unless the provisions Borrower exercises its right under Section 5.07 to require such Bank to assign and delegate all of Section 4.4 hereof its interests, rights and obligations under this Agreement to an assignee that assumes those obligations) the Borrower, at its election, may prepay all then outstanding Loans of such Bank together with accrued interest thereon at the end of the Interest Period applicable thereto, without repaying Loans due to the other Banks and the Commitment Percentages of the remaining Banks shall be applicable)adjusted accordingly. The Administrative Agent and/or any Bank, as the case may be, shall use its reasonable efforts (consistent with its internal legal policy and regulatory restrictions) to mitigate any Additional Costs. (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 ChangeChange after the date of this Agreement or with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Lender Regulatory Change after such applicable date with retroactive effect) any 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 which Bank that includes deposits by reference to which the interest rate on Eurodollar Loans is are determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which Bank 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 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 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)effect. (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 Borrower shall not apply pay directly, as and by way of additional interest on the Indebtedness hereunder (to Additional Costs the extent such characterization as interest is permitted by applicable law), to each Bank from time to time on request such amounts as such Bank may determine, acting reasonably, to be necessary to compensate such Bank (or, without duplication, the bank holding company of which such Bank is a subsidiary) for (i) any costs that it determines, acting reasonably, 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 and whether or not failure to comply therewith would be unlawful) of any court or governmental or monetary authority (A) following any Regulatory Change after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which takes effect retroactivelysuch financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect) or (B) implementing after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basel Accord (including, without limitation, the Final Risk-Based Capital Guidelines of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 208, Appendix A; ▇▇ ▇.▇.▇. ▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇) and the Final Risk-Based Capital Guidelines of the Office of the Comptroller of the Currency (12 C.F.R. Part 3, Appendix A), such compensation to include, without limitation, an amount equal to any reduction of the rate of return on the Commitment or Loans of such Bank (or any Applicable Lending Office or such bank holding company) to a level below that which such Bank (or any Applicable Lending Office or such bank holding company) could have achieved but for such law, regulation, interpretation, directive or request; and (ii) any reduction in amounts payable to it hereunder (other than a reduction resulting from a higher rate of Excluded Taxes) or any payment required to be made or return that is foregone on or calculated with reference to any amount received or receivable by such Bank under this Agreement as a result of a Regulatory Change after the date of this Agreement or, with respect to any financial institution that becomes a Bank hereunder after the date of this Agreement, after the date on which such financial institution becomes a Bank hereunder (including any Regulatory Change after such applicable date with retroactive effect).

Additional Costs. If Lender shall determine that the implementation of any applicable law, final rule or regulation, or the ratification of any treaty regarding capital adequacy, or any adopted and implemented change therein, or any change in the legally binding interpretation or administration thereof by any governmental authority, central bank, or comparable agency, in each case having jurisdiction over Lender, charged with the interpretation or administration thereof, or compliance by Lender (aor its applicable lending office) The Borrower shall pay directly with any request or directive regarding capital adequacy of any such authority, central bank, or comparable agency, has the effect of reducing the rate of return on capital of Lender or any person or entity controlling Lender (a “Lender’s Parent”) as a consequence of its obligations hereunder to each a level below that which Lender (or Lender’s Parent) would have achieved but for such adoption, change, or compliance (taking into consideration policies with respect to capital adequacy) by an amount deemed by Lender to be material, then from time to time, promptly upon the request of such within ten (10) business days after demand by Lender, Borrowers shall pay to Lender such additional amount or amounts as will compensate Lender for such reduction. Notwithstanding anything herein to 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 Loanscontrary, 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, final rules and regulations, guidelines or its Notes directives thereunder or issued 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); connection therewith, and (ii) imposes all requests, final rules, guidelines or modifies directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any reserve, special deposit, minimum capital, capital ratio successor or similar requirement relating authority) (including pursuant to any extensions Basel III) shall in each case be deemed to be a change in law for purposes of credit this Agreement, regardless of the date enacted, adopted or other assets ofissued. A reasonably detailed statement of Lender, providing citation to the applicable law, final rule or regulation, 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 treaty 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 which 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 claims compensation under this Section 4.1(a). If any Lender requests compensation from 2.5, setting forth the Borrower under this Section 4.1(a)additional amount or amounts to be paid to it hereunder, the Borrower may, by notice to such Lender (with and providing a copy to the Administrative Agent), suspend the obligation reasonably detailed calculation of such Lender to make additional amount or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until the Regulatory Change giving rise to such request ceases amounts to be 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 paid to 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 Costshereunder, 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 hereinin this Section 2.5, the Borrower Borrowers shall not be required to make any payment of Additional Costs to any compensate Lender pursuant to this Section 4.1 with respect 2.5 for any amounts incurred more than six (6) months prior to Additional Costs relating the date that Lender notifies Borrowers of Lender’s intention to any claim compensation therefor; provided that if the circumstances giving rise to such claim have a retroactive effect, then such six-month period shall be extended to include the period of time which is more than 180 days prior such retroactive effect. The obligations of Borrowers arising pursuant to such Lender's request for such Additional Coststhis Section 2.5 shall survive the Revolving Maturity Date, provided that the foregoing provisions termination of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyAgreement and the repayment of all Obligations.

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 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 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 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 shall pay directly to the Issuing Bank and each Lender Bank from time to time, promptly upon within two days of the request demand of the Issuing Bank or such LenderBank, as the case may be, such amounts as the Issuing Bank or such Bank may reasonably determine to be necessary to compensate it for any costs incurred by which the Issuing Bank or such Lender which such Lender Bank reasonably determines are attributable to its issuing or making or maintaining any BA Rate Loans, Fixed Rate Loans, LIBOR Loans or Letters of any Eurodollar Loans Credit under this Agreement or its Note or its obligation to make under any such Loans or Letters of such LoansCredit hereunder, or any reduction in any amount receivable by the Issuing Bank or 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 the Issuing Bank or such Lender Bank under this Agreement or its Notes Note in respect of any of such Loans or Letters of Credit or obligations (other than taxes imposed on the overall net income of the Issuing Bank or such Lender Bank or of its Applicable Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which the Issuing Bank or such Lender Bank has its principal office or such Applicable Lending Office); ; or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirement requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, the Issuing Bank or such Lender Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar RateLIBOR" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate1.01); or or (iii) imposes any other condition affecting this Agreement or the Notes Agreement, any Note (or any of such extensions of credit or liabilities liabilities) or commitments contemplated hereunder or thereunderany Letter of Credit. Each Lender The Issuing Bank and each Bank will notify the Borrower (with a copy to the Administrative Agent) Agent of any event occurring after the Closing Date date of this Agreement which will entitle the Issuing Bank or such Lender Bank to compensation pursuant to this Section 4.1(a4.01(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, compensation and (if so requested by the Borrower) Agent on behalf of the Issuing Bank or such Bank will designate a different Applicable Lending Office for promptly notify the Eurodollar Loans Borrower 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)event. If the Issuing Bank or any Lender Bank requests compensation from the Borrower under this Section 4.1(a4.01(a), or under Section 4.01(c), the Borrower may, by notice to such Lender the Agent (with a copy to the Administrative AgentIssuing Bank or such Bank), suspend the obligation of the Issuing Bank to issue Letters of Credit or the obligation of such Lender Bank to make Loans (but not to purchase participation interests in reimbursement obligations under Letters of Credit) or Continue making, or Convert Base Rate Loans into, Eurodollar Loans until to otherwise extend credit 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 4.04 shall be applicable)) provided that the provisions of this sentence shall not relieve the Borrower of its obligation to make payments pursuant to this Section 4.01; provided further that if at any time subsequent to such suspension, the causes therefor cease to exist, the Issuing Bank or such Bank shall so notify the Borrower and the obligation of the Issuing Bank to issue Letters of Credit, or such Bank's obligation to make Loans of the applicable type, as the case may be, shall, subject to the provisions of this Agreement, be reinstated. (b) Without limiting the effect of the foregoing provisions of this Section 4.14.01, in the event that, by reason of any Regulatory Change, any Lender 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 Agent (with a copy to the Administrative AgentBorrower), 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 4.04 shall be applicable). (c) Without limiting the effect of the foregoing provisions of this Section 4.01 (but without duplication), the Borrower shall pay directly to the Issuing Bank and to each Bank from time to time on request such amounts as the Issuing Bank or such Bank may reasonably determine to be necessary to compensate the Issuing Bank or such Bank for any costs which it reasonably determines are attributable to the maintenance by it or any of its affiliates pursuant to any law or regulation of any jurisdiction or any interpretation, directive or request (whether or not having the force of law and whether in effect on the date of this Agreement or thereafter) of any court or governmental or monetary authority of capital in respect of the Letters of Credit (or any reimbursement obligations with respect thereto) or any Loans or other obligations hereunder (such compensation to include, without limitation, an amount equal to any reduction in return on assets or equity of the Issuing Bank or such Bank to a level below that which it could have achieved but for such law, regulation, interpretation, directive or request). The Issuing Bank and each Bank will notify the Agent if it is entitled to compensation pursuant to this Section 4.01(c) as promptly as practicable after it determines to request such compensation, and the Agent on behalf of the Issuing Bank or such Bank will promptly notify the Borrower. (d) Determinations and allocations by any Lender the Issuing Bank or a Bank for purposes of this Section 4.1 4.01 of the effect of any Regulatory Change pursuant to subsections (a) or (b), or of the effect of capital maintained pursuant to subsection (c), on its costs of making or maintaining Loans or Letters of Credit (or any reimbursement obligations with respect thereto) or its obligation to make Loans or Letters of making Credit (or maintaining Loans any reimbursement obligations with respect thereto), or on amounts receivable by by, or the rate of return to, it in respect of Loans or Letters of Credit (or any reimbursement obligations with respect thereto), and of the additional amounts required to compensate the Issuing Bank or such Lender in respect of any Additional CostsBank under this Section 4.01, 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 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 shall pay directly to each Lender from time to time, promptly upon the request of time such Lender, the amounts as such Lender may determine to be necessary to compensate it for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar Loans Advances hereunder or its obligation to make any of such LoansAdvances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) : changes the basis of taxation of any amounts payable to such Lender under this Agreement or its Notes Note (or Notes) in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender or its Applicable Lending Office for any of such Loans Advances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) ; imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate); or (iii) or imposes any other condition affecting this Agreement or the Notes or any of such extensions of credit or liabilities or commitments contemplated hereunder or thereundercommitments. Each Lender will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender to compensation pursuant to this Section 4.1(a5.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of Advances affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lender, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender for compensation under this Section 4.1(a5.1(a). If any Lender requests compensation from the Borrower under this Section 4.1(a5.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), ) suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable). (b) . Without limiting the effect of the foregoing provisions of this Section 4.15.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 5.4 hereof shall be applicable). (c) Determinations applicable).Determinations and allocations by any Lender for purposes of this Section 4.1 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Eurodollar Advances or of making or maintaining Loans Eurodollar Advances or on amounts receivable by it in respect of Loans Eurodollar Advances, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything Limitation on Types of Advances. Anything herein to the contrary contained hereinnotwithstanding, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 if with respect to Additional Costs relating any Eurodollar Advances for any Interest Period therefor: The Agent determines (which determination shall be conclusive) that quotations of interest rates for the relevant deposits referred to any period in the definition of time which is more than 180 days prior to such Lender's request "Eurodollar Rate" in Section 1.1 hereof are not being provided in the relative amounts or for the relative maturities for purposes of determining the rate of interest for such Additional Costs, Advances as provided in this Agreement; or Required Lenders determine (which determination shall be conclusive absent manifest error) and notify the Agent that the foregoing provisions relevant rates of interest referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof on the basis of which the rate of interest for such Advances for such Interest Period is to be determined do not accurately reflect the cost to the Lenders of making or maintaining such Advances for such Interest Period; then the Agent shall give the Borrower prompt notice thereof specifying the relevant amounts or periods, and so long as such condition remains in effect, the Lenders shall be under no obligation to make additional Eurodollar Advances or to Convert Base Rate Advances into Eurodollar Advances and the Borrower shall, on the last day(s) of the then current Interest Period(s) for the outstanding Eurodollar Advances, either prepay such Eurodollar Advances or Convert such Eurodollar Advances into Base Rate Advances in accordance with the terms of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactivelyAgreement.

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

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

Additional Costs. (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 (without duplication of amounts owing under other Sections of this Article V) directly to each Lender Bank from time to time, promptly upon the request of time such Lender, the amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Lender Bank which such Lender the Bank determines are attributable to its making or maintaining of any Eurodollar Loans LIBOR Advances 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:in (ia) changes the basis of taxation of any amounts payable to such Lender Bank under this Agreement or its Notes Revolving Credit Note in respect of any of such Loans Advances (other than taxes imposed on the overall net income of such Lender Bank or its Applicable Lending Office for any of such Loans Advances by the jurisdiction in which such Lender Bank has its principal office or such Applicable Lending Office); (iib) imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including 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)1.1; or (iiic) imposes any other condition affecting this Agreement or the Revolving Credit 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(a) 5.2 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Loans of Advances affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such LenderBank, violate any law, rule rule, or regulation or be in any way disadvantageous to such LenderBank, provided that such Lender Bank shall have no obligation to so designate an Applicable Lending Office located in the U.S. United States of America. Each Lender Bank will furnish the Borrower with a certificate setting forth in reasonable detail the basis and the amount of each request of such Lender Bank for compensation under this Section 4.1(a)5.2, and the Borrower shall not be obligated to pay under this Section 5.2 prior to receipt of such certificate. If any Lender a Bank requests compensation from the Borrower under this Section 4.1(a)5.2, the Borrower may, by notice to such Lender (with a copy to Bank and the Administrative Agent), Agent suspend the obligation of such Lender Bank to make or Continue making, or Convert Base Rate Loans Advances into, Eurodollar Loans Advances of the Type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.5 hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section 4.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender to make or Continue making, or Convert Base Rate Loans into, Eurodollar Loans hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable). (c) . Determinations and allocations by any Lender a Bank for purposes of this Section 4.1 5.2 of the effect of any Regulatory Change on its costs of maintaining its obligation obligations to make Loans Advances or of making or maintaining Loans Advances or on amounts receivable by it in respect of Loans Advances, and of the additional amounts required to compensate such Lender Bank in respect of any Additional Costs, shall be conclusive in the absence of absent manifest error, provided that such determinations and allocations are made on a reasonable 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 retroactivelybasis and in good faith.

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 Loans, Eurodollar Loans hereunder or any reduction in any amount receivable by such Lender 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 CostsADDITIONAL COSTS"), resulting from any Regulatory Change whichthat: (i) shall subject any Lender (or its Applicable Lending Office for any of such Eurodollar Loans) to any tax, duty or other charge in respect of such Eurodollar 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 Eurodollar Loans (other than taxes imposed excluding changes in the rate of tax 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 is organized or has its principal office or such in which its Applicable Lending OfficeOffice is organized or located or, in each case, any political subdivision or taxing authority thereof or therein);; 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 Eurodollar 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 Eurodollar Loans or any deposits referred to in the definition definitions 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 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 into, of another Type into Eurodollar Loans or to Convert Eurodollar Loans into Loans of another Type until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 5.04 hereof shall be applicable), PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) Without limiting the effect of the foregoing provisions of 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, 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 of another type into, Eurodollar Loans Loans, hereunder (as the case may be) shall be suspended until any 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 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 which takes effect retroactively.or (ii) hereafter implementing any risk-based capital guideline or other requirement (whether or not having the force of law and whether or not the failure to comply therewith would be unlawful) heretofore or hereafter issued by any government or governmental or supervisory authority implementing at the national level the Basle Accord (including, without limitation, the Final Risk-Based

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 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 CD Advances hereunder or its obligation to make any of such LoansCD Advances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans CD Advances or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: : (ia) changes the basis of taxation of any amounts payable to such Lender 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 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 OfficeAdvances); ; Craftmade International, Inc. First Amended and Restated Credit Agreement 13 20 (iib) imposes or modifies any reserve, special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (including any of such Loans Advances or any deposits referred to in the definition of "Eurodollar CD 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 or (iiic) 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 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(a) SECTION 4.1 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 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. 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)section. If any Lender requests compensation from the Borrower under this Section 4.1(a)section, 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 additional CD Advances until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 SECTION 4.3 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, section shall be conclusive in the absence of manifest errorconclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

Additional Costs. (a) The Borrower Borrowers shall pay directly to each Lender from time to time, promptly upon the request of such Lender, the costs incurred by such Lender which such Lender determines are attributable to its making or maintaining of any Eurodollar LIBOR Loans or its obligation to make any of such Loans, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or obligations (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), 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 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 LIBOR 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 thereunder. Each Lender will notify the Borrower 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 BorrowerBorrowers) will designate a different Applicable Lending Office for the Eurodollar LIBOR 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 Borrowers 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 Borrowers under this Section 4.1(a), the Borrower Borrowers may, by notice to such Lender (with a copy to the Administrative Agent), suspend the obligation of such Lender to make or Continue making, or Convert Base Rate Loans 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 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 LIBOR Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar LIBOR Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower Borrowers (with a copy to the Administrative Agent), the obligation of such Lender 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 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 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. (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 income or franchise taxes imposed on the overall net income or receipts 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 Eurodollar Reserve Requirement Percentage to the extent it is included in the calculation of the Adjusted Eurodollar RateBasis); 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 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 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 180 120 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 the Bank from time to time, promptly upon time such amounts as the request of such Lender, the Bank may determine to be necessary to compensate it for any reasonable costs incurred by such Lender the Bank which such Lender the Bank determines are directly attributable to its making or maintaining of any Eurodollar Bank Revolving Loans hereunder or its obligation to make any of such Loansthe Bank Revolving Loans hereunder, or any reduction in any amount receivable by such Lender the Bank hereunder in respect of any such Bank Revolving Loans or obligations such obligation (such increases in costs and reductions in amounts receivable being herein called "“Additional Costs"”), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender the Bank under this Agreement or its Notes the Revolving Note in respect of any of such the Bank Revolving Loans (other than franchise taxes and taxes imposed on the overall net income of such Lender the Bank or its Applicable Lending Office for any of such the Bank Revolving Loans by the United States of America or the jurisdiction in which such Lender the Bank has its principal office Principal Office or such the Applicable Lending Office); (ii) imposes or modifies any reservereserve (other than the Reserve Requirement), special deposit, minimum capital, capital ratio ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender the Bank (including any of such Loans or any deposits referred to in the definition of "Eurodollar Rate" in Section 1.1 hereof, but excluding the Reserve Requirement to the extent it is included in the calculation of the Adjusted Eurodollar Rate)Bank Revolving Loans; or (iii) imposes any other condition affecting this Agreement or the Notes Revolving Note or any of such extensions of credit or liabilities or commitments contemplated hereunder and which results in additional cost or thereunderexpense to the Bank. Each Lender The Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Closing Date date of this Agreement which will entitle such Lender the Bank to compensation pursuant to this Section 4.1(a7.1(a) as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, and (if so requested by the Borrower) will designate a different Applicable Lending Office for the Eurodollar Bank Revolving Loans of affected by such Lender event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole opinion of such Lenderthe Bank, violate any law, rule rule, or regulation or be in any way disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the U.S. Each Lender Bank. The Bank will furnish the Borrower with a certificate setting forth the basis and the amount of each request of such Lender the Bank for compensation under this Section 4.1(a7.1(a). If any Lender the Bank requests compensation from the Borrower under this subsection Section 4.1(a7.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent), Bank suspend the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Bank Revolving Loans until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (b) Without limiting the effect of the foregoing provisions of this Section 4.17.1, in the event that, by reason of any Regulatory Change, any Lender the Bank either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender the Bank which includes deposits by reference to which the interest rate on Eurodollar the Bank Revolving Loans is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender the Bank which includes Eurodollar Bank Revolving Loans or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender the Bank so elects by notice to the Borrower (with a copy to the Administrative Agent), the obligation of such Lender the Bank to make or Continue making, or Convert Base Rate Loans into, Eurodollar Bank Revolving Loans hereunder shall be suspended until such the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 4.4 hereof shall be applicable)effect. (c) Determinations and allocations by any Lender the Bank for purposes of this Section 4.1 7.1 of the effect of any Regulatory Change on its costs of maintaining its obligation to make Bank Revolving Loans or of making or maintaining Bank Revolving Loans or on amounts receivable by it in respect of Loans the Bank Revolving Loans, and of the additional amounts required to compensate such Lender the Bank in respect of any Additional Costs, shall be conclusive in the absence of shall, absent manifest error, be conclusive, provided that such determinations and allocations are made on a reasonable basis. Notwithstanding anything to the contrary contained herein, the Borrower shall not be required to make any payment of Additional Costs to any Lender pursuant to this Section 4.1 with respect to Additional Costs relating to any period of time which is more than 180 days prior to such Lender's request for such Additional Costs, provided that the foregoing provisions of this sentence shall not apply to Additional Costs attributable to any Regulatory Change which takes effect retroactively.

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

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

Additional Costs. 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.