Common use of Additional Costs Clause in Contracts

Additional Costs. (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable).

Additional Costs. (a) IfThe Transferor shall, due subject to Section 9.11(b), pay to any Affected Party from time to time on demand of such Affected Party, such amounts as such Affected Party may reasonably determine to be necessary to compensate it for any increase in costs which any such party reasonably determines are attributable to its acquiring or committing to acquire the Transferred Assets or maintaining all or any portion of the Net Investment under this Agreement, or any reduction in any amount receivable by such Affected Party hereunder or under the relevant Conduit Support Document (such increases in costs, payments and reductions in amounts receivable being herein called “Additional Costs”) resulting from any Regulatory Change or from time to time complying with, or implementing, any Regulatory Change, there shall be any increase which (i) changes the method or basis of taxation in the cost 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 Affected Party, under this Agreement or 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 its Commercial Paper or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, capital or similar requirements relating to any Bank extensions of agreeing to make credit or makingother assets of, funding or maintaining Eurodollar Loans any deposits with or Money Market Loans (other than Non-Excluded Taxes)liabilities of, then any Conduit Purchaser, Committed Purchaser or Conduit Support Provider. Notwithstanding the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to timeforegoing, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower Transferor shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge make any payment under this Section 8.3 relating to (i) any amount included in the computation of such Additional Costs LIBOR, or (ii) increased expenses incurred, amounts not received, or required payments made more than 180 60 days prior to the date that such Bank notifies of the Borrower certificate of notice of such Additional Costs; provided, further, that, if Costs delivered by the Regulatory Change giving rise Affected Party to such Additional Costs the Transferor. If at any time a demand for payment is retroactive, then the 180-day period referred to above shall be extended made pursuant to include the period of retroactive effect thereofthis Section 8.3(a), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous applicable Affected Party shall deliver to the Bank or contrary to its policies. Each Bank will furnish the Borrower with Transferor a certificate (with a copy to the Administrative Agent) in reasonable detail setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to be paid to such Bank (with a copy to the Administrative Agent), suspend the obligation of Affected Party at such Bank to make additional 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 6.4 hereof shall be applicable)time.

Additional Costs. (a) IfBorrower shall pay directly to the Bank from time to time on demand such amounts as the Bank may determine (in the manner set forth in Section 5.01(d)) to be necessary to compensate it for any increases in costs attributable to its making or maintaining any LIBOR Loans under this Agreement or its Note or its obligation to make any LIBOR Loans hereunder or any reduction in any amount receivable by the Bank hereunder in respect of any LIBOR Loans or such obligation or capital in respect of this Agreement (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), due to resulting from any Regulatory Change, there shall be Change which: (i) changes the basis of taxation of any increase amounts payable to the Bank under this Agreement or the Revolving Credit Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market such LIBOR Loans (other than Non-Excluded Taxestaxes imposed on the overall net income of the Bank for any LIBOR Loans by the jurisdiction in which the Bank has its principal office); or (ii) imposes or modifies any reserve, then special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, the Borrower with respect to its Eurodollar Loans Bank; or Money Market Loans shall from time to time, within thirty (30iii) days of a demand by such Bank imposes any other condition affecting this Agreement or the Note (with a copy or any of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”extensions of credit or liabilities). Each The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such the Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on by furnishing Borrower a written statement describing the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge entitling it to compensation hereunder and the Bank's method of such Additional Costs more than 180 days prior allocating to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any the Bank requests compensation from the Borrower under this Section 6.1(aor under Section 5.01(c), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), may suspend the obligation of such the Bank to make additional 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 6.4 hereof shall be applicable)requested.

Additional Costs. (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans any Accommodation (other than Non-Excluded TaxesTaxes which shall be governed exclusively by Section 6.5), then the Borrower with respect to its Eurodollar Loans or Money Market Loans Accommodations shall from time to time, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable)effect.

Additional Costs. (a) IfThe Company shall pay directly to each Lender from time to time on demand such 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 Credit, due or its obligation to make any such Loans or participate in Letters of Credit hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or 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, there shall be Change which: (i) changes the basis of taxation of any increase amounts payable to such Lender under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans Letters of Credit (other than Non-Excluded Taxestaxes imposed on the overall net income of such Lender or of its Applicable Lending Office); or (ii) imposes or modifies any reserve, then the Borrower special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with respect to its Eurodollar or other liabilities of, such Lender (including any Loans or Money Market Loans shall from time any deposits referred to time, within thirty in the definition of "Fixed Base Rate" in Section 1.02); or (30iii) days of a demand by such Bank imposes any other condition affecting this Agreement or its Note (with a copy or any of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”extensions of credit or liabilities). Each Bank Lender will notify the Borrower Company of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(a5.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on thereof, if it determines to request such compensation, and will set forth in reasonable detail the part basis for and manner of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand determining such compensation; provided, however, that the Borrower Company shall not be required to compensate such Bank a Lender pursuant to this Section 5.01(a) for such any Additional Costs if such Bank obtained knowledge of such Additional Costs incurred more than 180 days prior to the date that such Bank Lender notifies the Borrower Company of the Regulatory Change giving rise to such Additional Costs and of such Additional CostsLender's intention to claim compensation therefor; provided, provided further, thathowever, that if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank Lender requests compensation from the Borrower Company under this Section 6.1(a5.01(a), or under Section 5.01(c), the Borrower Company may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender to make additional 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 6.4 hereof shall be applicable)requested.

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty following fifteen (3015) days of a written demand by such Bank (with a copy of such demand therefor pay to the Administrative Agent)Agent for the account of a Lender such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its obligation to make any LIBOR Loans (or any Base Rate Loans bearing interest based on the LIBOR Market Index Rate) hereunder, pay directly to any reduction in any amount receivable by such Bank additional Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its Commitments (such increases in costs and reductions in amounts sufficient to reimburse such Bank for such increased cost (receivable being herein called “Additional Costs”). Each Bank will notify , resulting from any Regulatory Change that: (i) changes the Borrower basis of taxation of any event which will entitle amounts payable to such Bank to compensation pursuant to Lender under this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (provided that failure or delay any such Base Rate Loans bearing interest based on the part of any Bank to demand compensation pursuant to this Section 6.1(aLIBOR Market Index Rate) shall not constitute a waiver or its Commitments (other than taxes imposed on or measured by the overall net income of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge Lender or of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans any of such Bank affected LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) is determined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such event if such designation will avoid the need forLender (or its parent corporation), or reduce the amount of, such compensation and will not, in the sole discretion any commitment of such BankLender (including, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a)without limitation, the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation Commitment of such Bank Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to make additional Loans of the type a level below that which such Lender could have achieved or increasing any liquidity requirement but for such Regulatory Change (taking into consideration such Lender's policies 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 6.4 hereof shall be applicablecapital adequacy and liquidity).

Additional Costs. (a) If, due After the notice of this Aggregation Program is sent to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will notEligible Customers, in the sole discretion event that there is a Change in Law (defined below), Participating Customers may receive a notification from Supplier, which shall include a description of such Bankone or more of the situations described below as may be applicable. If there is a Change in Law, be disadvantageous Supplier may offer Participating Customers new Terms and Conditions. Participating Customers must indicate affirmative consent to the Bank or contrary new Terms and Conditions as specified in the notices. If Participating Customers do not contact Supplier to its policies. Each Bank accept the new terms, the Participating Customer(s) individual terms and conditions with Supplier will furnish terminate on the Borrower with a certificate (with a copy date specified in the notices, and Participating Customer(s) may be returned to the Administrative Agent) setting forth EDU for retail electric service. Alternatively, Supplier may decide to terminate this Agreement pursuant to a Change in Law described above and below, and Participating Customers will receive at least 30 days’ prior written notice of the basis and amount of each request by such Bank termination, after which Participating Customers may be returned to the EDU for compensation retail electric service. Whether Supplier offers Participating Customers new terms or terminates this Agreement under this Section 6.1(aprovision, Participating Customers will not be responsible for the cancellation/termination fee (if any) set forth in the Pricing Attachment. Participating Customers must still pay all Supplier charges through the date they are returned to their EDU or switched to another CRES provider for service. Change in Law shall be defined as: (1) any change in any statute, rule, regulation, order, law, or tariff promulgated by any court, governmental authority, utility, Independent System Operator (“ISO”). If , Regional Transmission Organization (“RTO”), or other service provider, or any Bank requests compensation from change in operating procedure which alters to the Borrower detriment of Supplier its costs to perform under this Section 6.1(a)Agreement; or (2) for “Percent off the Price to Compare (“PTC”) rate” products only, the Borrower may, by notice to such Bank (with PUCO approves or implements a copy to the Administrative Agent), suspend the obligation of such Bank to make additional Loans phase-in credit for generation and/or transmission charges of the type with respect EDU or takes any other action which affects the PTC or otherwise does not allow the EDU to which such compensation is requested until reflect the Regulatory Change giving rise full cost to such request ceases to be procure generation and transmission in effect (in which case the provisions of Section 6.4 hereof shall be applicable)PTC.

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank shall following fifteen (with a copy 15) days written demand therefor pay to the Administrative AgentAgent for the account of a Lender such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its obligation to make any LIBOR Loans (or any Base Rate Loans bearing interest based on the LIBOR Market Index Rate) hereunder, any reduction in any amount receivable by such Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its Commitments (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), suspend resulting from any Regulatory Change that: (i) changes the obligation basis of taxation of any amounts payable to such Lender under this Agreement or any of the other Loan Documents in respect of any of such Bank to make additional LIBOR Loans (or any such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its Commitments (other than taxes imposed on or measured by the overall net income of such Lender or of its Lending Office for any of such LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit or similar requirements (including without limitation, Regulation D of the type Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) is determined) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such Lender (or its parent corporation), or any commitment of such Lender (including, without limitation, the Commitment of such Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to a level below that which such Lender could have achieved but for such Regulatory Change (taking into consideration such Lender's policies with respect to 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 6.4 hereof shall be applicablecapital adequacy).

Additional Costs. Subject to Sections 4.04(c), (d) and (e): (i) Without duplication of any amounts payable described in Section 3.03(c) or 4.03 (a), if after the date hereof, any change in any law or regulation or in the interpretation thereof by any court or administrative or Governmental Authority charged with the administration thereof or the enactment of any law or regulation shall either (1) Ifimpose, due modify or deem applicable any reserve, special deposit or similar requirement against any Lender’s Commitment or Loans or (2) impose on any Lender (or such Lender’s Applicable Lending Office) any other condition regarding this Agreement, its Commitment or the Loans and the result of any event referred to any Regulatory Change, there in clause (1) or (2) shall be any to increase in the cost to such Lender (or such Lender’s Applicable Lending Office) of maintaining its Commitment or any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans made by such Lender (which increase in cost shall be calculated in accordance with such Lender’s reasonable averaging and attribution methods) by an amount which such Lender deems to be material, then, upon demand by such Lender, the Borrower shall pay to such Lender, on demand, an amount equal to such increase in cost; and 29 (ii) Without duplication of any amounts payable described in Section 3.03(c) or Money Market Loans 4.03(a), if any Lender shall have determined that the adoption of any applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, (other than Non-Excluded Taxesincluding any such adoption or change made prior to the date hereof but not effective until after the date hereof) or compliance by such Lender (or such Lender’s Applicable Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on capital for such Lender (or such Lender’s Applicable Lending Office) or any corporation controlling such Lender as a consequence of its obligations under this Agreement to a level below that which such Lender (or such Lender’s Applicable Lending Office) or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Lender’s (or such Lender’s Applicable Lending Office) or such corporation’s policies with respect to capital adequacy), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a upon demand by such Bank (with a copy of such demand to the Administrative Agent)Lender, pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that then the Borrower shall not be required pay to such Lender, on demand, such additional amount or amounts as will compensate such Bank Lender (or such Lender’s Applicable Lending Office) or such corporation for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofreduction. (c), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable).

Additional Costs. If any applicable domestic or foreign law, treaty, government rule or regulation now or later in effect (awhether or not it now applies to Lender) Ifor the interpretation or administration thereof by a governmental authority charged with such interpretation or administration, due or compliance by Lender with any guideline, request or directive of such an authority (whether or not having the force of law), shall (1) affect the basis of taxation of payments to Lender of any Regulatory Changeamounts payable by Borrower under this Agreement or the other Loan Documents (other than taxes imposed on the overall net income of Lender by the jurisdiction or by any political subdivision or taxing authority of the jurisdiction in which Lender has its principal office), there shall be or (2) impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, Federal Deposit Insurance Corporation deposit insurance premiums or assessments) against assets of, deposits with or for the account of, or credit extended by Lender, or (3) impose any other condition with respect to this Agreement or the other Loan Documents and the result of any of the foregoing is to increase in the cost to Lender of extending, maintaining or funding any Bank Advance or to reduce the amount of agreeing any sum receivable by Lender on any Advance, or (4) affect the amount of capital required or expected to make be maintained by Lender (or making, funding any corporation controlling Lender) and Lender determines that the amount of such capital is increased by or maintaining Eurodollar Loans based upon the existence of Lender’s obligations under this Agreement or Money Market Loans the other Loan Documents and the increase has the effect of reducing the rate of return on Lender’s (or its controlling corporation’s) capital as a consequence of the obligations under this Agreement or the other than Non-Excluded Taxes), then the Borrower Loan Documents to a level below that which Lender (or its controlling corporation) could have achieved but for such circumstances (taking into consideration its policies with respect to its Eurodollar Loans or Money Market Loans capital adequacy) by an amount deemed by Lender to be material, then Borrower shall pay to Lender, from time to time, within thirty (30) days of a demand upon request by such Bank (with a copy of such demand to the Administrative Agent)Lender, pay directly to such Bank additional amounts sufficient to reimburse such Bank compensate Lender for such the increased cost (“Additional Costs”)or reduced sum receivable. Each Bank will notify the Whenever Lender shall learn of circumstances described in this section which are likely to result in additional costs to Borrower, Lender shall give prompt written notice to Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part basis for and the estimated amount of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior anticipated additional costs. A statement as to the date that such Bank notifies amount of the Borrower of such Additional Costs; providedincreased cost or reduced sum receivable, furtherprepared in good faith and in reasonable detail by Lender and submitted by Lender to Borrower, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), conclusive and will, use its reasonable efforts to designate a different Applicable Lending Office binding for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, all purposes absent manifest error in the sole discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable)computation.

Additional Costs. (a) IfThe Borrower shall pay directly to each Lender from time to time within five Banking Days of demand therefor such 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 Eurodollar Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, due to or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), ---------------- resulting from any Regulatory Change, there shall be Change which: (i) changes the basis of taxation of any increase amounts payable to such Lender under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market such Loans (other than Non-Excluded Taxes), then taxes imposed on the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy overall net income of such demand Lender or of its Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to the Administrative Agent)any extensions of credit or other assets of, pay directly to or any deposits with or other liabilities of, such Bank additional amounts sufficient to reimburse Lender; or (iii) imposes any other condition affecting this Agreement or its Note (or any of such Bank for such increased cost (“Additional Costs”extensions of credit or liabilities). Each Bank Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(a(S) 3.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank Lender requests compensation from the Borrower under this Section 6.1(a(S) 3.01(a), or under (S) 3.01(c), the Borrower may, by notice to such Bank (Lender with a copy to the Administrative Agent), suspend the obligation of such Bank Lender to make additional 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 6.4 hereof (S) 3.04 shall be applicable).

Additional Costs. In addition to, and not in limitation of the immediately preceding clause (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty following fifteen (3015) days of a written demand by such Bank (with a copy of such demand therefor pay to the Administrative Agent)Agent for the account of a Lender such amounts as such Lender may reasonably determine to be necessary to compensate such Lender for any costs incurred by such Lender that it reasonably determines are attributable to its making or maintaining of any LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its obligation to make any LIBOR Loans (or any Base Rate Loans bearing interest based on the LIBOR Market Index Rate) hereunder, pay directly to any reduction in any amount receivable by such Bank additional Lender under this Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or such obligation or the maintenance by such Lender of capital in respect of its LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) or its Term Loan Commitments (such increases in costs and reductions in amounts sufficient to reimburse such Bank for such increased cost (receivable being herein called “Additional Costs”). Each Bank will notify , resulting from any Regulatory Change that: (i) changes the Borrower basis of taxation of any event which will entitle amounts payable to such Bank to compensation pursuant to Lender under this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof Agreement or any of the other Loan Documents in respect of any of such LIBOR Loans (provided that failure or delay any such Base Rate Loans bearing interest based on the part of any Bank to demand compensation pursuant to this Section 6.1(aLIBOR Market Index Rate) shall not constitute a waiver or its Term Loan Commitments (other than taxes imposed on or measured by the overall net income of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge Lender or of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans any of such Bank affected LIBOR Loans (or such Base Rate Loans bearing interest based on the LIBOR Market Index Rate) by the jurisdiction in which such Lender has its principal office or such Lending Office), or (ii) imposes or modifies any reserve, special deposit, liquidity or similar requirements (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System or other similar reserve requirement applicable to any other category of liabilities or category of extensions of credit or other assets by reference to which the interest rate on LIBOR Loans (or Base Rate Loans bearing interest based on the LIBOR Market Index Rate) is determined, or other compulsory loan requirement, insurance charge or other assessment) relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, or other credit extended by, or any other acquisition of funds by such event if such designation will avoid the need forLender (or its parent corporation), or reduce the amount of, such compensation and will not, in the sole discretion any commitment of such BankLender (including, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a)without limitation, the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation Term Loan Commitment of such Bank Lender hereunder) or (iii) has or would have the effect of reducing the rate of return on capital of such Lender to make additional Loans of the type a level below that which such Lender could have achieved or increasing any liquidity requirement but for such Regulatory Change (taking into consideration such Lender’s policies 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 6.4 hereof shall be applicablecapital adequacy and liquidity).

Additional Costs. (a) IfThe Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or maintaining any Eurodollar Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, due to or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change, there shall be or any increase Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market such Loans (other than Non-Excluded Taxestaxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, then the Borrower special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with respect to its Eurodollar Loans or Money Market Loans shall from time to timeother liabilities of, within thirty (30) days of a demand by such Bank (with a copy including any of such demand Loans or any deposits referred to in the Administrative Agentdefinition of "Base Rate" in Section 1.01), pay directly to ; or (iii) imposes any other condition affecting this Agreement or its Note (or any of such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.1(a3.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required . The amount payable to compensate any such Bank for such shall be computed from the date of the occurrence giving rise to Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 Cost, or the date that is 120 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such Bank affected demand by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a)whichever is later. If any Bank requests compensation from the Borrower under this Section 6.1(asection 3.01(a), or under section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional maintain 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 6.4 hereof section 3.04 shall be applicable).

Additional Costs. (a) IfThe Borrower shall pay to each Bank, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days on demand of a demand any such Bank, such amounts as such Bank may reasonably determine in good faith to be necessary to compensate it for any costs which Bank reasonably determines are attributable to its obligation to make any Revolving Credit Loan hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Revolving Credit Loans or such obligation (with a copy of such demand to the Administrative Agentincreases in costs and reductions in amounts receivable being herein called "Additional Costs"), pay directly resulting from any Regulatory Change after the date of this Agreement which: (i) changes the basis of taxation of any amounts payable to such Bank additional amounts sufficient to reimburse under this Agreement or its Revolving Credit Note in respect of any such obligations (other than taxes imposed on the overall net income of such Bank for any of such increased cost obligations by the jurisdiction in which such Bank has its Principal Office or Lending Office or franchise taxes imposed in lieu of income taxes); or (“Additional Costs”ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit for similar types of loans as the Revolving Credit Loans or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Revolving Credit Loans or any deposits referred to in the definitions of "LIBOR Loans"); or (iii) imposes any other condition affecting this Agreement, or its Revolving Credit Note (or any of such extensions of credit or liabilities) and such Bank's obligations with respect thereto. Each Bank will notify the Agent and the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.1(a4.2(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on and determines to request such compensation. Notwithstanding anything herein to the part contrary, no provision of this Section 4.2(a) shall be deemed to require the Borrower to make any payment of any Bank amount to demand compensation the extent that such payment would duplicate any payment made by the Borrower pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable)3.7 hereof.

Additional Costs. (a) If, due The Company shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate such Bank for any Regulatory Change, there shall be any increase in the cost costs which it determines are attributable to any Bank of agreeing to make or making, funding its making or maintaining of any Eurodollar Loans or Money Market issuing or participating in Letters of Credit hereunder or its obligation to make any Eurodollar Loans or issue or participate in any Letters of Credit hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any of such Eurodollar Loans, 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 Bank under this Agreement or any Note in respect of any of such Eurodollar Loans or Letters of Credit (other than Non-Excluded Taxestaxes imposed on the overall net income of such Bank or of its Applicable Lending Office for any of such Eurodollar Loans by the jurisdiction in which such Bank has its principal office or Applicable Lending Office); or (ii) imposes or modifies any reserve, then the Borrower special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with respect to its or other liabilities of such Bank (including any of such Eurodollar Loans or Money Market Loans shall from time any deposits referred to timein the definition of "Fixed Eurodollar Rate" in Section 1.02 hereof), within thirty (30) days or the Commitment of a demand by such Bank or the Eurodollar interbank market; or (with a copy iii) imposes any other condition affecting this Agreement or any Note (or any of such demand to the Administrative Agent), pay directly to extensions of credit or liabilities) or such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”)Bank's Commitment. Each Bank will notify the Borrower Agent and the Company of any event occurring after the Closing Date which will entitle such Bank to compensation pursuant to this Section 6.1(a5.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to will designate a different Applicable Lending Office for the Loans of such 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 discretion opinion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank, provided that such Bank for compensation under this Section 6.1(a)shall have no obligation to so designate an Applicable Lending Office located in the United States. If any Bank requests compensation from the Borrower Company under this Section 6.1(a5.01(a), the Borrower Company may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional Loans of the type 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 6.4 hereof 5.04 shall be applicable).

Additional Costs. (a) If, due After the notice of this Aggregation Program is sent to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will notEligible Customers, in the sole discretion event that there is a Change in Law (defined below), Participating Customers may receive a notification from Supplier, which shall include a description of such Bankone or more of the situations described below as may be applicable. If there is a Change in Law, be disadvantageous Supplier may offer Participating Customers new Terms and Conditions. Participating Customers must indicate affirmative consent to the Bank or contrary new Terms and Conditions as specified in the notices. If Participating Customers do not contact Supplier to its policies. Each Bank accept the new terms, the Participating Customer(s) individual terms and conditions with Supplier will furnish terminate on the Borrower with a certificate (with a copy date specified in the notices, and Participating Customer(s) may be returned to the Administrative Agent) setting forth EDU for retail electric service. Alternatively, Supplier may decide to terminate this Agreement pursuant to a Change in Law described above and below, and Participating Customers will receive at least 30 days’ prior written notice of the basis and amount of each request by such Bank termination, after which Participating Customers may be returned to the EDU for compensation retail electric service. Whether Supplier offers Participating Customers new terms or terminates this Agreement under this Section 6.1(aprovision, Participating Customers will not be responsible for the cancellation/termination fee (if any) set forth in the Pricing Attachment. Participating‌ Customers must still pay all Supplier charges through the date they are returned to their EDU or switched to another CRES provider for service. Change in Law shall be defined as: (1) any change in any statute, rule, regulation, order, law, or tariff promulgated by any court, governmental authority, utility, Independent System Operator (“ISO”). If , Regional Transmission Organization (“RTO”), or other service provider, or any Bank requests compensation from change in operating procedure which alters to the Borrower detriment of Supplier its costs to perform under this Section 6.1(a)Agreement; or (2) for “Percent off the Price to Compare (“PTC”) rate” products only, the Borrower may, by notice to such Bank (with PUCO approves or implements a copy to the Administrative Agent), suspend the obligation of such Bank to make additional Loans phase-in credit for generation and/or transmission charges of the type with respect EDU or takes any other action which affects the PTC or otherwise does not allow the EDU to which such compensation is requested until reflect the Regulatory Change giving rise full cost to such request ceases to be procure generation and transmission in effect (in which case the provisions of Section 6.4 hereof shall be applicable)PTC.

Additional Costs. (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Term SOFR Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Term SOFR Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable).

Additional Costs. (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the The Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to timeshall, within thirty (30) 30 days of a following demand by such Bank a Lender (with a copy of such demand to the Administrative Agent), pay directly to the Administrative Agent for the account of such Bank additional Lender from time to time such amounts sufficient as such Lender may reasonably determine to reimburse be necessary to compensate it for any costs that such Bank for Lender determines are attributable to its making, funding or maintaining any Eurodollar Rate Loans or its issuing or participating in any Letter of Credit hereunder or its obligation to make any Eurodollar Rate Loans hereunder or to issue or participate in any Letter of Credit hereunder, or any reduction in any amount receivable by such increased cost Lender hereunder in respect of any such Loans, any such LC Exposure or any such obligation (excluding amounts attributable to Taxes applicable to payments made by the Borrower hereunder and Other Taxes, which shall be governed solely and exclusively by Section 2.18) (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Regulatory Change that: (i) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar 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 of, such Lender (including any such Loans or any deposits of the type referred to in the definition of “Eurodollar Rate” in Section 1.01), or the Commitment of such Lender or (ii) imposes any other condition affecting this Agreement or such Lender’s Notes (or any of such extensions of credit or liabilities) or Commitment; provided that the Borrower shall not be obligated to pay to such Lender such Additional Costs unless such Lender at such time shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this paragraph; and provided further that any such Additional Costs allocated to any Loans or the Commitment of such Lender shall not exceed the Borrower’s pro rata share of all costs attributable to all loans or advances or commitments to all borrowers by such Lender that collectively result in the consequences for which such Lender is to be compensated by the Borrower. Each Bank will Any Lender seeking compensation hereunder shall make reasonable efforts to notify the Borrower of the enactment of any event which will Regulatory Change that would entitle such Bank Lender to compensation pursuant to this Section 6.1(a2.16(a) as promptly as practicable after it obtains obtaining knowledge thereof (and the date of effectiveness of such Regulatory Change; provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) provide such notice shall not constitute a waiver of in any way reduce the Borrower’s liability therefor. As soon thereafter as such Bank’s right Lender shall have determined to demand request such compensation; provided, however, that such Lender shall notify the Borrower thereof and shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) (i) to designate a different Applicable Lending Office for the Loans of such Bank Lender affected by such event Regulatory Change if such designation will avoid the need for, or reduce the amount of, such compensation compensation, and will not, in the sole discretion reasonable opinion of such BankLender, be otherwise disadvantageous to the Bank or contrary such Lender and (ii) to its policies. Each Bank will furnish otherwise minimize any such compensation payable by the Borrower with a certificate (with a copy hereunder. Notwithstanding anything in this Section 2.16(a) to the Administrative Agent) setting forth contrary, the basis and amount of each request by Borrower’s obligation to reimburse such Bank Lender for compensation under Additional Costs pursuant to this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof 2.16(a) shall be applicable).limited as follows:

Additional Costs. (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the The Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to timeshall, within thirty (30) 30 days of a following demand by such Bank a Lender (with a copy of such demand to the Administrative Agent), pay directly to the Administrative Agent for the account of such Bank additional Lender from time to time such amounts sufficient as such Lender may reasonably determine to reimburse be necessary to compensate it for any costs that such Bank for Lender determines are attributable to its making, funding or maintaining any Loan or its issuing or participating in any Letter of Credit hereunder or its obligation to make any Loan hereunder or to issue or participate in any Letter of Credit hereunder, or any reduction in any amount receivable by such increased cost Lender hereunder in respect of any such Loans, any such LC Exposure or any such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), in each case resulting from any Regulatory Change that: (i) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender, or the Commitment of such Lender; (ii) subjects any Recipient to any Taxes (other than Indemnified Taxes and Taxes described in clauses (b) through (d) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposes any other cost, expense or condition affecting this Agreement or such Lender’s Notes (or any of such extensions of credit or liabilities) or Commitment; provided that the Borrower shall not be obligated to pay to such Lender such Additional Costs unless such Lender at such time shall be generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to this paragraph. Each Bank will Any Lender seeking compensation hereunder shall make reasonable efforts to notify the Borrower of the enactment of any event which will Regulatory Change that would entitle such Bank Lender to compensation pursuant to this Section 6.1(a2.16(a) as promptly as practicable after it obtains obtaining knowledge thereof (and the date of effectiveness of such #96301122v26 Regulatory Change; provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) provide such notice shall not constitute a waiver of in any way reduce the Borrower’s liability therefor. As soon thereafter as such Bank’s right Lender shall have determined to demand request such compensation; provided, however, that such Lender shall notify the Borrower thereof and shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) (i) to designate a different Applicable Lending Office for the Loans of such Bank Lender affected by such event Regulatory Change if such designation will avoid the need for, or reduce the amount of, such compensation, and (ii) to otherwise minimize any such compensation and will notpayable by the Borrower hereunder, provided that, in each case, in the sole discretion reasonable opinion of such BankXxxxxx, such actions would not be otherwise disadvantageous to the Bank or contrary to its policiessuch Lender. Each Bank will furnish the Borrower with a certificate (with a copy Notwithstanding anything in this Section 2.16(a) to the Administrative Agent) setting forth contrary, the basis and amount of each request by Borrower’s obligation to reimburse such Bank Lender for compensation under Additional Costs pursuant to this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof 2.16(a) shall be applicable).limited as follows:

Additional Costs. (a) IfThe Borrower shall pay directly to the Bank from time to time such amounts as the Bank may determine to be necessary to compensate it for any costs incurred by the Bank which the Bank reasonably determines are attributable to its making or maintaining of any LIBOR Advances hereunder or its obligation to make any of such Advances hereunder, due to or any reduction in any amount receivable by the Bank hereunder in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change, there shall be Change which: ---------------- (i) changes the basis of taxation of any increase amounts payable to the Bank under this Agreement or the Notes in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans such Advances (other than Non-Excluded Taxestaxes imposed on the overall net income of the Bank or its Applicable Lending Office for any of such Advances by the jurisdiction in which the Bank has its principal office or such Applicable Lending Office); (ii) imposes or modifies any reserve, then special deposit, minimum capital, capital ratio, or similar requirement relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy including any of such demand Advances or any deposits referred to in the Administrative Agentdefinition of "Base LIBOR" in Section 1.1 hereof), pay directly to ; or ------------ (iii) imposes any other condition affecting this Agreement or the Notes or any of such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”)extensions of credit or liabilities or commitments. Each The Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such the Bank to compensation pursuant to this Section 6.1(a) Article ------- VI as promptly as practicable after it obtains knowledge thereof and determines - to request such compensation (provided that failure or delay on any claim by the part of any Bank to demand for compensation pursuant to this Section 6.1(aArticle VI shall be made within ninety (90) shall not constitute a waiver days ---------- after the initial occurrence of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change event giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereofclaim), and will, use its reasonable efforts to will designate a different Applicable Lending Office for the Loans of such Bank Advances affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion opinion of such the Bank, violate any law, rule, or regulation or be in any way disadvantageous to the Bank, provided that the Bank or contrary shall have no obligation to its policiesso designate an Applicable Lending Office located in the United States of America. Each The Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and the amount of each request by such of the Bank for compensation under this Section 6.1(a6.2(a). If any the Bank -------------- requests compensation from the Borrower under this Section 6.1(a6.2(a), the Borrower -------------- may, by notice to such the Bank (with a copy to the Administrative Agent), suspend the obligation of such the Bank to make additional Loans or Continue making, or Convert Advances into, Advances of the type 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 6.4 6.5 ----------- hereof shall be applicable). (b) Without limiting the effect of the foregoing provisions of this Section ------- 6.2, in the event that, by reason of any Regulatory Change, 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 the Bank which includes deposits by reference to which the interest rate on LIBOR Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of the Bank which includes LIBOR Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if the Bank so elects by notice to the Borrower, the obligation of the Bank to make or Continue making, or Convert Advances into, Advances of such Type hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 6.5 hereof shall be applicable). ------ (c) Determinations and allocations by the Bank for purposes of this Section ------- 6.2 of the effect of any Regulatory Change on its costs of maintaining its --- obligations to make Advances or of making or maintaining Advances or on amounts --- receivable by it in respect of Advances, and of the additional amounts required to compensate the Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations and allocations are made in good faith and on a reasonable basis and without duplication of the LIBOR Reserve Percentage. Section 6.3.

Additional Costs. (a) If, due The Borrowers shall promptly pay to any Regulatory Change, there shall be any increase in the cost to any Bank Agent for the account of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall a Lender from time to time, within thirty (30) days of a demand without duplication, such amounts as such Lender may reasonably determine to be necessary to compensate it for any costs incurred by such Bank (with a copy Lender which it determines are attributable to its making or maintaining any Loan or its obligation to make any Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or the Notes in respect of any of such demand to Loans, including reductions in the Administrative Agentrate of return on a Lender's capital (such increases in costs and reductions in amounts receivable and returns being herein called "Additional Costs"), pay directly resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Bank additional amounts sufficient Lender under this Agreement or the Notes in respect of any of such Loans (other than taxes imposed on or measured by the income, revenues or assets); or (ii) imposes or modifies any reserve, special deposit, or similar requirements relating to reimburse any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank Lender (other than any such reserve, deposit or requirement reflected in the Prime Rate, Federal Funds Effective Rate or the Interbank Offered Rate, in each case computed in accordance with the respective definitions of such terms set forth in Section 1.1); or (iii) has or would have the effect of reducing the rate of return on capital of any such Lender to a level below that which the Lender could have achieved but for such increased cost Regulatory Change (“Additional Costs”taking into consideration such Lender's policies with respect to capital adequacy); or (iv) imposes any other condition adversely affecting the Agent or the Lenders under this Agreement or the Notes (or any of such extensions of credit or liabilities). Each Bank Lender will notify the Borrower Authorized Representative and the Agent of any event occurring after the Closing Date which will would entitle such Bank it to compensation pursuant to this Section 6.1(a5.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable).

Additional Costs. Without limiting the effect of the ---------------- foregoing provisions of Section 3.1.5 (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxesbut without duplication), then the Borrower with respect ------- ----- shall pay directly to its Eurodollar Loans or Money Market Loans shall each Bank from time to time, within thirty (30) days time on demand such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which such Bank determines are attributable to any Revolving Loan outstanding hereunder or to its obligation to make any Revolving Loans hereunder and to other loans or commitments of a demand this type in respect of any amount of capital maintained by such Bank or any of its affiliates pursuant to any law or regulation of any jurisdiction, or any change therein, or any interpretation, guidelines, directive or request (with whether or not having the force of law) of any court or governmental or monetary authority, whether in effect on the date of this Agreement or thereafter. Without limiting the foregoing, such compensation shall include an amount equal to any reduction in return on assets or return on equity to a copy level below that which such Bank could have achieved but for such law, regulation, change, interpretation, directive or request; provided, -------- however, that no Bank shall seek compensation for any such increase in cost, or ------- for any such reduction in the amount of any sum receivable, in respect of any Revolving Loan outstanding hereunder for any period when any Revolving Loan shall be outstanding if such demand Bank shall, on or prior to the Administrative Agent)date of making such Revolving Loan, pay directly have notified the Borrower that it will not seek compensation therefor and will not give notice thereof in accordance with the following paragraph of this Section. In any such event, each Bank so affected shall promptly notify the Company and Depositary Bank (which shall give prompt notice thereof to such Bank each other Bank) thereof by telephone, confirmed in writing, stating the reasons therefor and the additional amounts sufficient required fully to reimburse compensate such Bank for such increased cost (“Additional Costs”)or reduced amount. Each Bank will notify Such additional amounts shall be payable on the Borrower of any event which will entitle next Interest Date, or upon demand if there are no Loans outstanding when such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (notice is given, provided that failure or delay on the part of any Bank to demand such compensation pursuant to this Section 6.1(a) shall will cover a period -------- beginning not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 90 days prior to the date that such notice. A certificate as to any such increased cost or reduced amount (including calculations, in reasonable detail, showing how such Bank notifies the Borrower of computed such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above cost or reduction) shall be extended submitted by each affected Bank to include the period of retroactive effect thereof), Borrower and will, use its reasonable efforts Depositary Bank (which shall promptly furnish copies thereof to designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation each other Bank) and will notshall, in the sole discretion absence of such Bankdemonstrable error, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis conclusive and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable)binding.

Additional Costs. The Borrower shall pay directly to each Lender from time to time such 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 Advances hereunder or its obligation to make any of such Advances hereunder, or any reduction in any amount receivable by such Lender hereunder in respect of any such Advances or such obligation (a) Ifsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), due to resulting from any Regulatory Change, there shall be Change which: changes the basis of taxation of any increase amounts payable to such Lender under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans such Advances (other than Non-Excluded Taxes), then taxes imposed on the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy overall net income of such demand Lender or its Applicable Lending Office for any of such Advances by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); 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 Advances or any deposits referred to in the Administrative Agentdefinition of "Eurodollar Rate" in Section 1.1 hereof), pay directly to ; or imposes any other condition affecting this Agreement or the Notes or any of such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”)extensions of credit or liabilities or commitments. Each Bank Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(a5.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to will designate a different Applicable Lending Office for the Loans of such Bank Advances affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion opinion of such BankLender, 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 Bank or contrary to its policiesUnited States of America. Each Bank Lender will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and the amount of each request by of such Bank Lender for compensation under this Section 6.1(a5.1(a). If any Bank Lender requests compensation from the Borrower under this Section 6.1(a5.1(a), the Borrower may, by notice to such Bank Lender (with a copy to the Administrative Agent), ) suspend the obligation of such Bank Lender to make additional Loans or Continue making, or Convert Advances into, Advances of the type 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 6.4 5.4 hereof shall be applicable). Without limiting the effect of the foregoing provisions of this Section 5.1, in the event that, by reason of any Regulatory Change, any Lender either (i) incurs Additional Costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender which includes deposits by reference to which the interest rate on Eurodollar Advances is determined as provided in this Agreement or a category of extensions of credit or other assets of such Lender which includes Eurodollar Advances or (ii) becomes subject to restrictions on the amount of such a category of liabilities or assets which it may hold, then, if such Lender so elects by notice to the Borrower (with a copy to the Agent), the obligation of such Lender to make or Continue making, or Convert Advances into, Eurodollar Advances hereunder shall be suspended until such Regulatory Change ceases to be in effect (in which case the provisions of Section 5.4 hereof shall be applicable). Determinations and allocations by any Lender for purposes of this Section 5.1 of the effect of any Regulatory Change on its costs of maintaining its obligations to make Eurodollar Advances or of making or maintaining Eurodollar Advances or on amounts receivable by it in respect of Eurodollar Advances, and of the additional amounts required to compensate such Lender in respect of any Additional Costs, shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. Limitation on Types of Advances. Anything herein to the contrary notwithstanding, if with respect to 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 in the definition of "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 Advances as provided in this Agreement; or Required Lenders determine (which determination shall be conclusive absent manifest error) and notify the Agent that the 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 Agreement.

Additional Costs. (a) IfThe Borrowers shall pay directly to each Lender from time to time within five Banking Days of demand therefore such 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 Eurodollar Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, due to or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change, there shall be Change which: (i) changes the basis of taxation of any increase amounts payable to such Lender under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market such Loans (other than Non-Excluded Taxes), then taxes imposed on the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy overall net income of such demand Lender or of its Lending Office for any of such Loans by the jurisdiction in which such Lender has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to the Administrative Agent)any extensions of credit or other assets of, pay directly to or any deposits with or other liabilities of, such Bank additional amounts sufficient to reimburse Lender; or (iii) imposes any other condition affecting this Agreement or its Note (or any of such Bank for such increased cost (“Additional Costs”extensions of credit or liabilities). Each Bank Lender will notify the Borrower Borrowers of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(asection 3.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank Lender requests compensation from the Borrower Borrowers under this Section 6.1(asection 3.01(a), or under section 3.01(c), the Borrower Borrowers may, by notice to such Bank (Lender with a copy to the Administrative Agent), suspend the obligation of such Bank Lender to make additional 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 6.4 hereof section 3.04 shall be applicable).

Additional Costs. (a) If, due (i) The Borrower shall pay directly to any Regulatory Change, there shall be any increase in the cost to any each Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand time such amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Bank (with a copy which such Bank determines are attributable to its making or maintaining any LIBOR Loans or its Revolving Commitment hereunder or any reduction in any amount receivable by such Bank hereunder in respect of any of such demand to the Administrative Agent), pay directly to Loans or Revolving Commitments (such Bank additional increases in costs and reductions in amounts sufficient to reimburse such Bank for such increased cost (receivable being herein called “Additional Costs”), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit or similar requirements relating to or any deposits with or other liabilities of, such Bank (including any deposits referred to in the definition of “LIBOR” in Article 1 hereof); or (iii) imposes any other conditions affecting this Agreement in respect of the LIBOR Loans. Each Bank will notify the Borrower and the Agent of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.1(a2.20(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower and the Agent with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by for such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a2.20(a), the . The Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of require that such Bank to make additional Bank’s LIBOR Loans of the type with respect to which such compensation is so requested until the Regulatory Change giving rise to such request ceases to be converted into Base Rate Loans in effect (in which case the provisions of accordance with Section 6.4 hereof shall be applicable)2.23 hereof.

Additional Costs. (a) IfThe Borrowers shall pay directly to each Lender and the Issuing Bank, due as applicable (each any "AFFECTED PARTY") from time to time on demand therefor such amounts as such Affected Party may reasonably determine to be necessary to compensate it for any increased costs which such Affected Party determines are attributable to its making or maintaining any Eurodollar Loans under this Agreement or its Note or its obligation to make any such Loans hereunder or issuing, participating in or maintaining any Letter of Credit, or to compensate it for any reduction in any amount receivable by such Affected Party hereunder in respect of any such Loans, obligation to make such Loans or any Letters of Credit (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any Regulatory Change, there shall be Change which: (i) changes the basis of taxation of any increase amounts payable to such Affected Party under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar such Loans or Money Market Loans Letters of Credit (other than Non-Excluded Taxestaxes imposed on the overall net income of such Affected Party or of its Lending Office for any of such Loans or Letters of Credit by the jurisdiction in which such Affected Party has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, then special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Affected Party; or (iii) imposes any other condition affecting this Agreement, the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand made by such Bank Lender or its Note or the Letters of Credit issued, participated in or maintained by such Affected Party (with a copy or any of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”extensions of credit or liabilities). Each Bank Affected Party will notify the Borrower Borrowers' Agent of any event occurring after the date of this Agreement which will entitle such Bank Affected Party to compensation pursuant to this Section 6.1(a3.01(a) as promptly as practicable after it obtains knowledge thereof (provided and determines to request such compensation, PROVIDED that the failure or delay on to so notify the part of any Bank to demand compensation pursuant to this Section 6.1(a) Borrowers' Agent shall not constitute a waiver affect the obligations of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation Borrowers under this Section 6.1(a3.01(a). If any Bank Affected Party requests compensation from the Borrower Borrowers under this Section 6.1(a3.01(a), or under Section 3.01(c), the Borrower Borrowers' Agent may, by notice to such Bank (Affected Party with a copy to the Administrative Agent), suspend the obligation of such Bank Affected Party to make additional 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 6.4 hereof 3.04 shall be applicable).

Additional Costs. (a) If, due to If as a result of any Regulatory ChangeChange the Bank reasonably determines, there shall be any increase in with evidence supporting such determination, that the cost to any the Bank of agreeing making or maintaining the Loan is increased, or any amount received or receivable by the Bank hereunder is reduced, or the Bank is required to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes)any payment in connection with any transaction contemplated hereby, then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy of such demand pay to the Administrative Agent)Bank, pay directly to upon the Bank’s written demand, such additional amount or amounts as the Bank additional amounts sufficient to reimburse such reasonably determines will compensate the Bank for such increased cost cost, reduction or payment, provided that (“Additional Costs”). Each A) before the Bank gives such written demand, the Bank agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different office (lending branch) if such designation would (i) avoid the need of the Bank for giving such written demand for compensation, (ii) allow the Bank to make and maintain the Loan hereunder and (iii) not, in the reasonable judgment of the Bank, be materially disadvantageous (economically or otherwise) to the Bank; and (B) if the Bank gives to the Borrower such written demand, the Bank will notify provide to the Borrower, together with such written demand, information in connection with the circumstances giving rise to, and the amount of, such compensation and, where practicable, the details of the calculation of the amount of such compensation. The Borrower shall pay the Bank the amount shown as due on any such certificate receipt thereof. Alternatively, the Borrower shall have the option to prepay the Loan within sixty (60) days after the date of receipt of the certificate from the Bank, provided that in the event of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; providedprepayment, however, that the Borrower shall not be required to compensate pay (x) the additional costs referenced in the Bank’s written demand, except if such Bank prepayment occurs after the 30th day following the Bank’s written demand for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; providedadditional costs, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 Borrower shall pay such additional costs accruing from the 31st day after such demand until the date of Section 6.4 hereof shall be applicable)such prepayment or (y) Break Costs associated with such prepayment, except if the additional costs result from a Regulatory Change in Brazil.

Additional Costs. (a) IfThe Company shall pay to the Agent for the account of each Bank from time to time such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or main taining of any of its Loans or its obligation to make such Loans hereunder or any reduction in any amount receivable by such Bank from the Company hereunder or under the Notes in respect of its Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), due to resulting from any Regulatory Change, there shall be Change which: (i) changes the basis of taxation of any increase in amounts payable to the cost to Agent or such Bank by the Company under this Agreement or any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans Note (other than Non-Excluded Taxestaxes imposed on the overall net income of such Bank or of its Applicable Lending Office by the jurisdiction in which such 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 requirements, or increases the rate of any such requirements, relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Bank's Loans or any deposits referred to in the definition of "LIBOR" in Section 1.01 hereof), then or the Borrower with respect to its Eurodollar Loans Commitments or Money Market Loans shall from time to time, within thirty the Notes; or (30iii) days imposes any other condition affecting this Agreement or the Notes (or any of a demand by such extensions of credit or liabilities) or the Commitments. The relevant Bank will notify the Company (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower ) of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.1(a5.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on and determines, in the part light of its then prevailing policies, to request such compensation. Notwithstanding the foregoing provisions of this Section 5.01(a), in no event shall any Bank requesting payment of any Bank to demand compensation pursuant to Additional Costs under this Section 6.1(a5.01(a) shall not constitute a waiver of such Bank’s right be entitled to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge payment of such Additional Costs more than 180 days to the extent that such Additional Costs arose with respect to any period prior to the date that of the first such request. Further, each Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to will designate a different dif ferent Applicable Lending Office for the its Loans of such 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 discretion opinion of such Bank, be disadvantageous to the such Bank or contrary to its policiesin any material respect. Each Bank will furnish the Borrower with a certificate Company (with a copy to the Administrative Agent) with a certificate setting forth in reasonable detail the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable5.01(a).

Additional Costs. (a) If, due Borrower shall pay to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty upon Bank's ---------------- request, such amounts as Bank determines are needed to compensate Bank for any costs it incurred which are attributable to Bank having made or maintained a COST OF FUNDS Option Advance or to Bank's obligation to make a COST OF FUNDS Option Advance, or any reduction in any amount receivable by Bank hereunder with respect to any COST OF FUNDS Option or such obligation (30such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), ---------------- resulting from any Regulatory Developments, which (i) days change the basis of a demand taxation of any amounts payable to Bank hereunder with respect to taxation of any amounts payable to Bank hereunder with respect to any COST OF FUNDS Option Advance (other than taxes imposed on the overall net income of Bank for any COST OF FUNDS Option Advance by such the jurisdiction where Bank is headquartered or the jurisdiction where Bank extends the COST OF FUNDS Option Advance; (ii) impose or modify any reserve, special deposit, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, Bank (with a copy including any COST OF FUNDS Option Advance or any deposits referred to in the definition of COST OF FUNDS); or (iii) impose any other condition affecting this Addendum (or any of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”extension of credit or liabilities). Each Bank will shall notify the Borrower of any event occurring after the date hereof which will entitle such entitles Bank to compensation pursuant to this Section 6.1(a) paragraph as promptly as practicable after it obtains knowledge thereof (and determines to request such compensation. Determinations by Bank for purposes of this paragraph, shall be conclusive, provided that failure or delay such determinations are made on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable)basis.

Additional Costs. (a) IfThe Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or maintaining any Eurocurrency Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, due to or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change, there shall be or any increase Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market such Loans (other than Non-Excluded Taxestaxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, then the Borrower special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with respect to its Eurodollar Loans or Money Market Loans shall from time to timeother liabilities of, within thirty (30) days of a demand by such Bank (with a copy including any of such demand Loans or any deposits referred to in the Administrative Agentdefinition of "LIBO Rate" in Section 1.01), pay directly to ; or (iii) imposes any other condition affecting this Agreement or its Note (or any of such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.1(a3.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required . The amount payable to compensate any such Bank for such shall be computed from the date of the occurrence giving rise to Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 Cost, or the date that is 120 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such Bank affected demand by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a)whichever is later. If any Bank requests compensation from the Borrower under this Section 6.1(asection 3.01(a), or under section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional maintain 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 6.4 hereof section 3.04 shall be applicable).

Additional Costs. (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within Within thirty (30) days of a any demand therefor, the Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or maintaining any Eurocurrency Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional increases in costs and reductions in amounts sufficient to reimburse such Bank for such increased cost (receivable being herein called “Additional Costs”), resulting from any Regulatory Change, or any Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of “LIBOR Rate” in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the Original Effective Date which will entitle such Bank to compensation pursuant to this Section 6.1(a3.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required . The amount payable to compensate any such Bank for such shall be computed from the date of the occurrence giving rise to Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 Cost, or the date that is one hundred twenty (120) days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such Bank affected demand by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a)whichever is later. If any Bank requests compensation from the Borrower under this Section 6.1(a3.01(a), or under Section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional maintain 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 6.4 hereof 3.04 shall be applicable).

Additional Costs. (a) IfThe Transferor shall, due subject to Section 9.11(b), pay to any Affected Party from time to time on demand of such Affected Party, such amounts as such 740293053.3 21668437 Affected Party may reasonably determine to be necessary to compensate it for any increase in costs which any such party reasonably determines are attributable to its acquiring or committing to acquire the Transferred Assets or maintaining all or any portion of the Net Investment under this Agreement, or any reduction in any amount receivable by such Affected Party hereunder or under the relevant Conduit Support Document (such increases in costs, payments and reductions in amounts receivable being herein called “Additional Costs”) resulting from any Regulatory Change or from time to time complying with, or implementing, any Regulatory Change, there shall be any increase which (i) changes the method or basis of taxation in the cost 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 Affected Party, under this Agreement or 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 its Commercial Paper or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, capital or similar requirements relating to any Bank extensions of agreeing to make credit or makingother assets of, funding or maintaining Eurodollar Loans any deposits with or Money Market Loans (other than Non-Excluded Taxes)liabilities of, then any Conduit Purchaser, Committed Purchaser or Conduit Support Provider. Notwithstanding the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to timeforegoing, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower Transferor shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge make any payment under this Section 8.3 relating to (i) any amount included in the computation of such Additional Costs LIBOR, or (ii) increased expenses incurred, amounts not received, or required payments made more than 180 60 days prior to the date that such Bank notifies of the Borrower certificate of notice of such Additional Costs; provided, further, that, if Costs delivered by the Regulatory Change giving rise Affected Party to such Additional Costs the Transferor. If at any time a demand for payment is retroactive, then the 180-day period referred to above shall be extended made pursuant to include the period of retroactive effect thereofthis Section 8.3(a), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous applicable Affected Party shall deliver to the Bank or contrary to its policies. Each Bank will furnish the Borrower with Transferor a certificate (with a copy to the Administrative Agent) in reasonable detail setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to be paid to such Bank (with a copy to the Administrative Agent), suspend the obligation of Affected Party at such Bank to make additional 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 6.4 hereof shall be applicable)time.

Additional Costs. Without limiting the effect of the ---------------- foregoing provisions of Section 3.1.5 (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxesbut without duplication), then the Borrower with respect ------- ----- shall pay directly to its Eurodollar Loans or Money Market Loans shall each Bank from time to time, within thirty (30) days time on demand such amounts as such Bank may determine to be necessary to compensate such Bank for any costs which such Bank determines are attributable to any Revolving Loan outstanding hereunder or to its obligation to make any Revolving Loans hereunder and to other loans or commitments of a demand this type in respect of any amount of capital maintained by such Bank or any of its affiliates pursuant to any law or regulation of any jurisdiction, or any change therein, or any interpretation, guidelines, directive or request (with whether or not having the force of law) of any court or governmental or monetary authority, whether in effect on the date of this Agreement or thereafter. Without limiting the foregoing, such compensation shall include an amount equal to any reduction in return on assets or return on equity to a copy level below that which such Bank could have achieved but for such law, regulation, change, interpretation, directive or request; provided, -------- however, that no Bank shall seek compensation for any such increase in cost, or ------- for any such reduction in the amount of any sum receivable, in respect of any Revolving Loan outstanding hereunder for any period when any Revolving Loan shall be outstanding if such demand Bank shall, on or prior to the Administrative Agent)date of making such Revolving Loan, pay directly have notified the Borrower that it will not seek compensation therefor and will not give notice thereof in accordance with the following paragraph of this Section. In any such event, each Bank so affected shall promptly notify the Company and Depositary Bank (which shall give prompt notice thereof to such Bank each other Bank) thereof by telephone, confirmed in writing, stating the reasons therefor and the additional amounts sufficient required fully to reimburse compensate such Bank for such increased cost (“Additional Costs”)or reduced amount. Each Bank will notify Such additional amounts shall be payable on the Borrower of any event which will entitle next Interest Date, or upon demand if there are no Loans outstanding when such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (notice is given, provided that failure or delay on the part of any Bank to demand such compensation pursuant to this Section 6.1(a) shall will cover a period beginning not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more -------- than 180 90 days prior to the date that such notice. A certificate as to any such increased cost or reduced amount (including calculations, in reasonable detail, showing how such Bank notifies the Borrower of computed such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above cost or reduction) shall be extended submitted by each affected Bank to include the period of retroactive effect thereof), Borrower and will, use its reasonable efforts Depositary Bank (which shall promptly furnish copies thereof to designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation each other Bank) and will notshall, in the sole discretion absence of such Bankdemonstrable error, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis conclusive and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable)binding.

Additional Costs. (a) If, due to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within Within thirty (30) days of a any demand therefor, the Borrower shall pay directly to each Bank from time to time on demand such amounts as such Bank may reasonably determine to be necessary to compensate it for any costs which such Bank determines are attributable to its making or maintaining any Eurocurrency Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank hereunder in respect of any such Loans or such obligation (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional increases in costs and reductions in amounts sufficient to reimburse such Bank for such increased cost (receivable being herein called “Additional Costs”), resulting from any Regulatory Change, or any Reserve Requirement for any such Loans which: (i) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank by the jurisdiction in which such Bank has its principal office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of “LIBOR Rate” in Section 1.01); or (iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Bank will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.1(a3.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required . The amount payable to compensate any such Bank for such shall be computed from the date of the occurrence giving rise to Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 Cost, or the date that is one hundred twenty (120) days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such Bank affected demand by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a)whichever is later. If any Bank requests compensation from the Borrower under this Section 6.1(a3.01(a), or under Section 3.01(c), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional maintain 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 6.4 hereof 3.04 shall be applicable).

Additional Costs. (a) IfThe Borrowers shall pay directly to each Lender from time to time within five Banking Days of demand therefor such 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 Eurodollar Loans under this Agreement or its Note or its obligation to make any such Loans hereunder, due to or any reduction in any amount receivable by such Lender hereunder in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change, there shall be Change which: (i) changes the basis of taxation of any increase amounts payable to such Lender under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market such Loans (other than Non-Excluded Taxes), then taxes imposed on the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a demand by such Bank (with a copy overall net income of such demand Lender or of its Lending Office for any of such Loans 39 41 by the jurisdiction in which such Lender has its principal office or such Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to the Administrative Agent)any extensions of credit or other assets of, pay directly to or any deposits with or other liabilities of, such Bank additional amounts sufficient to reimburse Lender; or (iii) imposes any other condition affecting this Agreement or its Note (or any of such Bank for such increased cost (“Additional Costs”extensions of credit or liabilities). Each Bank Lender will notify the Borrower Borrowers of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(a3.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank Lender requests compensation from the Borrower Borrowers under this Section 6.1(a3.01(a), or under Section 3.01(c), the Borrower Borrowers may, by notice to such Bank (Lender with a copy to the Administrative Agent), suspend the obligation of such Bank Lender to make additional 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 6.4 hereof 3.04 shall be applicable).

Additional Costs. (a) IfThe Transferor shall, due subject to Section 9.11(b), pay to any Affected Party from time to time on demand of such Affected Party, such amounts as such Affected Party may reasonably determine to be necessary to compensate it for any increase in costs which any such party reasonably determines are attributable to its acquiring or committing to acquire the Transferred Assets or maintaining all or any portion of the Net Investment under this Agreement, or any reduction in any amount receivable by such Affected Party hereunder or under the relevant Conduit Support Document (such increases in costs, payments and reductions in amounts receivable being herein called “Additional Costs”) resulting from any Regulatory Change or from time to time complying with, or implementing, any Regulatory Change, there shall be any increase which (i) changes the method or basis of taxation in the cost 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 Affected Party, under this Agreement or 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 its Commercial Paper or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, capital or similar requirements relating to any Bank extensions of agreeing to make credit or makingother assets of, funding or maintaining Eurodollar Loans any deposits with or Money Market Loans (other than Non-Excluded Taxes)liabilities of, then any Conduit Purchaser, Committed Purchaser or Conduit Support Provider. Notwithstanding the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to timeforegoing, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided, however, that the Borrower Transferor shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge make any payment under this Section 8.3 relating to (i) any amount included in the computation of such Additional Costs LIBOR, or (ii) increased expenses incurred, amounts not received, or required payments made more than 180 60 days prior to the date that such Bank notifies of the Borrower certificate of notice of such Additional Costs; provided, further, that, if Costs delivered by the Regulatory Change giving rise Affected Party to such Additional Costs the Transferor. If at any time a demand for payment is retroactive, then the 180-day period referred to above shall be extended made pursuant to include the period of retroactive effect thereofthis Section 8.3(a), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous applicable Affected Party shall deliver to the Bank or contrary to its policies. Each Bank will furnish the Borrower with Transferor a certificate (with a copy to the Administrative Agent) in reasonable detail setting forth the basis amount to be paid to such Affected Party at such time. (b) Determinations and amount allocations by the Affected Party for purposes of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from 8.3 shall be conclusive in the Borrower under this Section 6.1(a)absence of manifest error, the Borrower mayprovided that such determinations and allocations are made in good faith and on a reasonable basis, by notice to such Bank reasonable written evidence (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional Loans including an explanation of the type with respect to which such compensation is requested until the applicable Regulatory Change giving rise to such request ceases to be in effect and a reasonably detailed -145- 00000000 T-Mobile (in which case the provisions of Section 6.4 hereof shall be applicable).EIP) Third A&R RPAA NJ 231109207v1 736153181 19632398

Additional Costs. Xxxxxxxx agrees to pay to Bank all Additional Costs ---------------- within ten (a10) If, due to any Regulatory Change, there shall be any increase in the cost to any days of receipt by Borrower from Bank of agreeing to make a statement setting forth the amount or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then amounts due and the Borrower with respect to its Eurodollar Loans or Money Market Loans shall basis for the determination from time to time, within thirty (30) days of a demand by such Bank (with a copy time of such demand to the Administrative Agent)amount or amounts, pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”)which statement shall be conclusive and binding upon Borrower absent manifest error. Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay Failure on the part of any Bank to demand compensation pursuant to this Section 6.1(a) for any Additional Costs in any Interest Period shall not constitute a waiver of such Bank’s 's right to demand compensation for any Additional Costs incurred during any such compensation; provided, however, that the Borrower Interest Period or in any other subsequent or prior Interest Period. The term "Additional Costs" shall not be required to mean such additional ---------------- amount or amounts as Bank shall reasonably determine will compensate such Bank for such Additional Costs if such actual costs incurred by Bank obtained knowledge in maintaining LIBOR Rates AMENDED AND RESTATED TERM NOTE (AMX Corporation) Page 6 ------------------------------------------------ 3003124v3 on the LIBOR Balances or any portion thereof as a result of such Additional Costs more any change, after the date of this Amended Note, in applicable law, rule or regulation or in the interpretation or administration thereof by, or the compliance by Bank with any request or directive from, any domestic or foreign governmental authority charged with the interpretation or administration thereof (whether or not having the force of law) or by any domestic or foreign court changing the basis of taxation of payments to Bank of the LIBOR Balances or interest on the LIBOR Balances or any portion thereof at an Adjusted LIBOR Rate or any other fees or amounts payable under this Amended Note or the Loan Agreement (other than 180 days prior taxes imposed on all or any portion of the overall net income of Bank by the State of Texas or the Federal government), or imposing, modifying or applying any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, credit extended by, or any other acquisition of funds for loans by Bank, or imposing on Bank, as the case may be, or on the London interbank market any other condition affecting this Amended Note, the Loan Agreement or the LIBOR Balances so as to increase the cost of Bank making or maintaining Adjustable LIBOR Rates with respect to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise LIBOR Balances or any portion thereof or to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the any sum received or receivable by Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from Amended Note or the Borrower under this Section 6.1(aLoan Agreement (whether of principal, interest or otherwise), the Borrower may, by notice to such an amount deemed by Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional Loans of the type with respect to which such compensation is requested until the Regulatory Change giving rise to such request ceases in good faith to be in effect (in which case the provisions of Section 6.4 hereof shall be applicable)material, but without duplication for Reserve Requirement.

Additional Costs. (a) If, due to either (i) any Regulatory Changechange in any law or regulation (or its interpretation), or (ii) the compliance with any guideline or request from any central lender or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Bank the Lender of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes)LIBOR Rate Loans, then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days of a upon demand by such Bank (with a copy of such demand the Lender pay to the Administrative Agent), pay directly to such Bank Lender additional amounts sufficient to reimburse the Lender for any such Bank for such increased cost (“Additional Costs”)additional costs. Each Bank will notify A certificate of the Lender submitted to the Borrower as to the amount of any event which will entitle such Bank additional costs, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything to compensation pursuant to the contrary contained in this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided2.10(a), however, that the Borrower shall not be required obligated to compensate such Bank indemnify or reimburse the Lender for such Additional Costs if such Bank obtained knowledge any additional costs which arose or were incurred during, or is otherwise attributable to, any period of such Additional Costs time more than 180 days prior to the date that on which the Lender delivered its written certificate for indemnification or reimbursement for such Bank additional costs and such costs shall be nondiscriminatory in nature. Upon notice from the Borrower to the Lender within five (5) Business Days after the Lender notifies the Borrower of any such Additional Costs; provided, further, that, if the Regulatory Change giving rise additional costs pursuant to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a2.10(a), the Borrower maymay either prepay in full all LIBOR Rate Loans so affected then outstanding, by together with interest accrued thereon to the date of such prepayment, or (ii) convert such LIBOR Rate Loans so affected then outstanding into Federal Funds Rate Loans upon not less than four (4) Business Days' notice to the Lender. If any such Bank (with a copy prepayment or conversion of any LIBOR Rate Loan occurs on any day other than the last day of the applicable Interest Period for such Loan, the Borrower also shall pay to the Administrative AgentLender such additional amounts sufficient to indemnify the Lender against any loss, cost, or expense incurred by the Lender as a result of such prepayment or conversion, including, without limitation, any loss (including loss of anticipated profits), suspend the obligation of such Bank to make additional Loans cost, or expense incurred by reason of the type with respect liquidation or reemployment of deposits or other funds acquired by the Lender to which fund any such compensation is requested until Loan, and a certificate as to the Regulatory Change giving rise amount of any such loss, cost, or expense submitted by the Lender to such request ceases to be in effect (in which case the provisions of Section 6.4 hereof Borrower shall be applicable)conclusive and binding for all purposes, absent manifest error.

Additional Costs. (a) If, due The Company shall pay directly to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall each Lender from time to timetime on demand such 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 Credit, within thirty (30) days or its obligation to make any such Loans or participate in Letters of a demand Credit hereunder, or any reduction in any amount receivable by such Bank Lender hereunder in respect of any such Loans or Letters of Credit or such obligation (with a copy of such demand to the Administrative Agent), pay directly to such Bank additional increases in costs and reductions in amounts sufficient to reimburse such Bank for such increased cost (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 Note in respect of any Loans or Letters of Credit (other than taxes imposed on the overall net income of such Lender or of its Applicable Lending Office); or (ii) imposes or modifies any reserve, special deposit, deposit insurance or assessment, minimum capital, capital ratio or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including any Loans or any deposits referred to in the definition of “Fixed Base Rate” in Section 1.02); or (iii) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Each Bank Lender will notify the Borrower Company of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(a5.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on thereof, if it determines to request such compensation, and will set forth in reasonable detail the part basis for and manner of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand determining such compensation; provided, however, that the Borrower Company shall not be required to compensate such Bank a Lender pursuant to this Section 5.01(a) for such any Additional Costs if such Bank obtained knowledge of such Additional Costs incurred more than 180 days prior to the date that such Bank Lender notifies the Borrower Company of the Regulatory Change giving rise to such Additional Costs and of such Additional CostsLender’s intention to claim compensation therefor; provided, provided further, thathowever, that if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank Lender requests compensation from the Borrower Company under this Section 6.1(a5.01(a), or under Section 5.01(c), the Borrower Company may, by notice to such Bank Lender (with a copy to the Administrative Agent), suspend the obligation of such Bank Lender to make additional 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 6.4 hereof shall be applicable)requested.

Additional Costs. Borrower shall pay directly to Lender from time to time such amounts as Lender may determine to be necessary to compensate it for any costs incurred by Lender which Lender determines are attributable to its making or maintaining of any CD Advances hereunder or its obligation to make any of such CD Advances hereunder, or any reduction in any amount receivable by Lender hereunder in respect of any such CD Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (a) If, due changes the basis of taxation of any amounts payable to Lender under this Agreement or the Note in respect of any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans such Advances (other than Non-Excluded Taxes), then taxes imposed on the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days overall net income of a demand by such Bank (with a copy Lender for any of such demand Advances); Craftmade International, Inc. First Amended and Restated Credit Agreement 13 20 (b) 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, Lender (including any of such Advances or any deposits referred to in the Administrative Agentdefinition of "CD Rate" in SECTION 1.1 hereof), pay directly to ; or (c) imposes any other condition affecting this Agreement or the Note or any of such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”)extensions of credit or liabilities or commitments. Each Bank Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(a) SECTION 4.1 as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to will designate a different Applicable Lending Office lending office for the Loans of such Bank Advances affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion opinion of such BankLender, violate any law, rule, or regulation or be in any way disadvantageous to the Bank or contrary to its policiesLender. Each Bank Lender will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and the amount of each request by such Bank of Lender for compensation under this Section 6.1(a)section. If any Bank Lender requests compensation from the Borrower under this Section 6.1(a)section, the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), Lender suspend the obligation of such Bank Lender to make additional Loans of the type with respect to which such compensation is requested CD Advances until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 SECTION 4.3 hereof shall be applicable).. Determinations and allocations by Lender for purposes of this section shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. Section 4.2

Additional Costs. (a) If, due The Borrower shall pay directly to any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes), then the Borrower with respect to its Eurodollar Loans or Money Market Loans shall Lender from time to timetime such amounts as such Lender may determine to be necessary to compensate it for any costs which such Lender determines are attributable to its making or maintaining any Eurodollar Rate Loans, within thirty (30) days of a demand or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank (with a copy Lender hereunder in respect of any of such demand to the Administrative Agent), pay directly to Loans or such Bank additional obligations (such increases in costs and reductions in amounts sufficient to reimburse such Bank for such increased cost (receivable being herein called “Additional Costs”), resulting from any Regulatory Change which: (i) imposes or modifies any reserve, special deposit, minimum capital, capital ratio or similar requirements, to the extent not included within the definition of “Reserve Requirement” in Section 1.01, relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Lender (including any of such Loans or any deposits referred to in the definition of “LIBOR Rate” in Section 1.01), or any commitments of such Lender; or (ii) imposes any other condition affecting this Agreement or the Promissory Notes (or any of such extensions of credit or liabilities) or its Commitment (other than with respect to taxes (including any Taxes or Other Taxes), Section 4.04 being the sole remedy of such Lender with respect thereto). Each Bank Such Lender will notify the Borrower and the Administrative Agent of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(a5.01(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) and shall not constitute a waiver determine as promptly as practicable after delivery of such Bank’s right notice whether it will determine to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to such Lender will designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or or, if unavoidable, reduce the amount of, such compensation and will not, in the sole discretion opinion of such BankLender, be disadvantageous to such Lender, provided that such Lender shall have no obligation to so designate an Applicable Lending Office located in the Bank or contrary to its policiesUnited States. Each Bank Lender will furnish the Borrower with a certificate (with a copy to the Administrative Agent) with a certificate setting forth the basis and amount of each request by such Bank Lender for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of such Bank to make additional 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 6.4 hereof shall be applicable5.01(a).

Additional Costs. (a) IfIf Lender shall determine that the adoption or implementation of any applicable law, due to rule, regulation, or treaty regarding capital adequacy, or any Regulatory Changechange therein, there shall be or any increase change in the cost interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Lender (or its applicable lending office) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on capital of Lender or any person or entity controlling Lender (a "Lender Parent") as a consequence of its obligations hereunder to any Bank of agreeing to make a level below that which Lender (or makingits Parent) could have achieved but for such adoption, funding change, or maintaining Eurodollar Loans or Money Market Loans compliance (other than Non-Excluded Taxes), then the Borrower taking into consideration policies with respect to its Eurodollar Loans or Money Market Loans shall capital adequacy) by an amount deemed by Lender to be material, then from time to time, within thirty (30) 5 days of a after demand by Lender, Borrower shall pay to Lender such Bank (with a copy additional amount or amounts as will compensate Lender for such reduction. A statement of such demand Lender claiming compensation under this Section 2.5 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive absent manifest error. Notwithstanding anything to the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to contrary in this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand such compensation; provided2.5, however, that the Borrower shall not be required to compensate such Bank Lender pursuant to this Section 2.5 for such Additional Costs if such Bank obtained knowledge of such Additional Costs any amounts incurred more than 180 days 6 months prior to the date that such Bank Lender notifies the Borrower of such Additional CostsLender's intention to claim compensation therefor; provided, further, that, provided that if the Regulatory Change circumstances giving rise to such Additional Costs is retroactiveclaim have a retroactive effect, then the 180such 6-day month period referred to above shall be extended to include the period of such retroactive effect thereof), and will, use its reasonable efforts effect. The obligations of Borrower arising pursuant to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from 2.5 shall survive the Borrower under this Section 6.1(a)Maturity Date, the Borrower may, by notice to such Bank (with a copy to termination of this Agreement and the Administrative Agent), suspend the obligation repayment of such Bank to make additional 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 6.4 hereof shall be applicable)all Obligations.

Additional Costs. Borrower shall pay directly to Lender from time to time such amounts as Lender may determine to be necessary to compensate it 5 166 for any costs incurred by Lender which Lender determines are attributable to its making or maintaining of any Eurodollar Advances hereunder or its obligation to make any of such Eurodollar Advances hereunder, or any reduction in any amount receivable by Lender hereunder in respect of any such Eurodollar Advance or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Regulatory Change which: (a) If, due changes the basis of taxation of any amounts payable to Lender under this Agreement or the Note in respect of any Regulatory Change, there shall be any increase in the cost to any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market Loans such Advances (other than Non-Excluded Taxes), then taxes imposed on the Borrower with respect to its Eurodollar Loans or Money Market Loans shall from time to time, within thirty (30) days overall net income of a demand by such Bank (with a copy Lender for any of such demand Advances); (b) 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, Lender (including any of such Advances or any deposits referred to in the Administrative Agentdefinition of "Eurodollar Rate" in SECTION 1.1 hereof); (c) increases Lender's costs relating to Advances, pay directly the Commitment, or any part thereof; (d) reduces the yield or rate of return of Lender on Advances, the Commitment, or any part thereof, to such Bank additional amounts sufficient to reimburse such Bank a level below that which Lender could have achieved but for such increased cost Regulatory Change; or (“Additional Costs”)e) imposes any other condition affecting this Agreement or the Note or any of such extensions of credit or liabilities or commitments. Each Bank Lender will notify the Borrower of any event occurring after the date of this Agreement which will entitle such Bank Lender to compensation pursuant to this Section 6.1(a) SECTION 4.1 as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to will designate a different Applicable Lending Office lending office for the Loans of such Bank Advances affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole discretion opinion of such BankLender, violate any law, rule, or regulation or be in any way disadvantageous to the Bank or contrary to its policiesLender. Each Bank Lender will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and the amount of each request by such Bank of Lender for compensation under this Section 6.1(a)section. If any Bank Lender requests compensation from the Borrower under this Section 6.1(a)section, the Borrower may, by notice to such Bank (with a copy to the Administrative Agent), Lender suspend the obligation of such Bank Lender to make additional Loans of the type with respect to which such compensation is requested Eurodollar Advances until the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 SECTION 4.3 hereof shall be applicable).. Determinations and allocations by Lender for purposes of this section shall be conclusive, provided that such determinations and allocations are made on a reasonable basis. 6 167 2.14 Amendment to Section 4.2

Additional Costs. If >>><<<x determines that the introduction or effectiveness of, or any change in, any law or regulation or compliance with any guideline or request from any central bank or other governmental or quasi-governmental authority (awhether or not having the force of law) If, due affects or would affect the amount of capital or reserves required or expected to be maintained by >>><<<x or any Regulatory Change, there shall be any increase in corporation controlling >>><<<x and >>><<<x determines that the cost to any Bank amount of agreeing to make such capital or making, funding reserve is increased by or maintaining Eurodollar Loans or Money Market Loans (other than Non-Excluded Taxes)based upon the existence of the Credit, then the Borrower with respect to its Eurodollar Loans or Money Market Loans Applicant shall pay >>><<<x on demand from time to time, within thirty (30) days of a demand by such Bank (with a copy of such demand to the Administrative Agent), pay directly to such Bank time additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”). Each Bank will notify the Borrower of any event which will entitle such Bank to compensation pursuant to this Section 6.1(a) as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bankin >>><<<x’s right to demand such compensation; provided, however, that the Borrower shall not be required judgment to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior the increase. >>><<<x’s certificate as to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above amounts due shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such Bank affected by such event if such designation will avoid the need for, or reduce the amount of, such compensation and will notconclusive, in the sole discretion absence of such Bank, manifest error. This Clause is too vague! What will this additional amount required be disadvantageous based on? How will it be determined in the face of other credit lines to other consumers? Would it not be more practical to set a limit on the Bank or contrary to its policies. Each Bank will furnish the Borrower with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by such Bank for compensation credit that may be granted under this Section 6.1(afacility and adhere to it? Taxes. All payments made to >>><<<x shall be made free and clear of and without deduction for any present or future taxes, levies, imposts, deductions, charges, or with- holdings, and all related liabilities, excluding income and franchise taxes imposed by the jurisdiction of >>><<<x’s head office or the office issuing the Credit or any of its political subdivisions (all non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities are called “Taxes”). If any Bank requests compensation Taxes shall be required by law to be deducted from the Borrower or in respect of any sum payable under this Section 6.1(a)Agreement, the Borrower may, by notice to such Bank (with a copy sum payable under this Agreement shall be increased as may be necessary so that after making all required deductions >>><<<x receives an amount equal to the Administrative Agent)sum >>><<<x would have received had no such deductions been required, suspend the obligation Applicant shall be responsible for payment of the amount to the relevant taxing authority, the Applicant shall indemnify >>><<<x on demand for any Taxes paid by >>><<<x and any liability (including penalties, interest and expenses) arising from its payment or in respect of such Bank to make additional Loans Taxes, whether or not such Taxes were correctly or legally asserted, and the Applicant shall provide >>><<<x with the original or a certified copy of the type with respect to which such compensation is requested until receipt evidencing each Tax payment within 30 days of the Regulatory Change giving rise to such request ceases to be in effect (in which case the provisions of Section 6.4 hereof shall be applicable)tax payment date.

Additional Costs. (a) If(i) The Borrower shall pay directly to each Bank from time to time such amounts as such Bank may determine to be necessary to compensate it for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans or its Total Commitment hereunder or any reduction in any amount receivable by such Bank hereunder in respect of any of such Loans or Total Commitments (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), due to resulting from any Regulatory Change, there shall be Change which: (i) changes the basis of taxation of any increase amounts payable to such Bank under this Agreement or its Note in the cost to respect of any Bank of agreeing to make or making, funding or maintaining Eurodollar Loans or Money Market such Loans (other than Non-Excluded Taxestaxes imposed on the overall net income of such Bank or its Applicable Lending Office for any of such Loans by the jurisdiction in which such Bank has its principal office or such Applicable Lending Office); or (ii) imposes or modifies any reserve, then the Borrower special deposit or similar requirements relating to or any deposits with respect to its Eurodollar Loans or Money Market Loans shall from time to timeother liabilities of, within thirty (30) days of a demand by such Bank (with a copy including any deposits referred to in the definition of such demand to "LIBOR Rate" in Article 1 hereof); or (iii) imposes any other conditions affecting this Agreement in respect of the Administrative Agent), pay directly to such Bank additional amounts sufficient to reimburse such Bank for such increased cost (“Additional Costs”)LIBOR Loans. Each Bank will notify the Borrower and the Agent of any event occurring after the date of this Agreement which will entitle such Bank to compensation pursuant to this Section 6.1(a) 2.20 as promptly as practicable after it obtains knowledge thereof (provided that failure or delay on the part of any Bank and determines to demand compensation pursuant to this Section 6.1(a) shall not constitute a waiver of such Bank’s right to demand request such compensation; provided, however, that the Borrower shall not be required to compensate such Bank for such Additional Costs if such Bank obtained knowledge of such Additional Costs more than 180 days prior to the date that such Bank notifies the Borrower of such Additional Costs; provided, further, that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof), and will, use its reasonable efforts to designate a different Applicable Lending Office for the Loans of such 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 discretion of such Bank, be disadvantageous to the Bank or contrary to its policies. Each Bank will furnish the Borrower and the Agent with a certificate (with a copy to the Administrative Agent) setting forth the basis and amount of each request by for such Bank for compensation under this Section 6.1(a). If any Bank requests compensation from the Borrower under this Section 6.1(a), the 2.20. The Borrower may, by notice to such Bank (with a copy to the Administrative Agent), suspend the obligation of require that such Bank to make additional Bank's Loans of the type with respect to which such compensation is requested until be converted into Prime Rate Loans or LIBOR Loans, as the Regulatory Change giving rise to such request ceases to be case may be, in effect (in which case the provisions of Section 6.4 hereof shall be applicable)accordance with Sections 2.8 and 2.23 hereof.