Common use of Compensation For Increased Costs and Taxes Clause in Contracts

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, or governmental rule, regulation, or order, or any change therein or in the interpretation, administration, or application thereof (including the introduction of any new law, treaty, or governmental rule, regulation, or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts payable hereunder, (ii) imposes, modifies, or holds applicable any reserve (including any marginal, emergency, supplemental, special, or other reserve), special deposit, compulsory loan, FDIC insurance, or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretion) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.17 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Raterequirements), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans any Loan hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect theretothereto (a “Cost Increase Event”); then, in any such case, Lead the Borrower shall promptly pay to such Lender, upon Lender within ten (10) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that (i) the related Cost Increase Event occurred within the 90 day period preceding the date on which the Borrower received such statement, or (ii) the Cost Increase Event has retroactive effects to a date prior to such 90 day period but the Borrower received such statement within 90 days of the occurrence of the Cost Increase Event. Such Lender shall deliver to Lead the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through and (ivc) of Section 2.19(a)the definition of Excluded Taxes and (c) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)an Excluded Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)an Excluded Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Raterequirements), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining the Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect theretothereto (a “Cost Increase Event”); then, in any such case, Lead the Borrower shall promptly pay to such Lender, upon Lender within ten (10) Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder; provided that (i) the related Cost Increase Event occurred within the 90 day period preceding the date on which the Borrower received such statement, or (ii) the Cost Increase Event has retroactive effects to a date prior to such 90 day period but the Borrower received such statement within 90 days of the occurrence of the Cost Increase Event. Such Lender shall deliver to Lead the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental Governmental or quasi-Governmental Authority (whether or not having the force of law) (a “Change in Law”): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts payable hereunder, (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate), ; or (iiiii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower Borrowers shall promptly promptly, but in no event more than ten (10) Business Days after such Lender’s demand, pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, so long as such Lender generally requires similar obligors under other credit facilities of this type made available by such Lender to similarly so compensate such Lender. Such Lender shall deliver to Lead Borrower Borrowers (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof Closing Date by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (which Tax shall (A) exclude any Tax imposed by a Governmental Authority as a result of a connection or former connection between a Lender and the jurisdiction imposing such Tax, including, without limitation, any connection arising from being a citizen, domiciliary or resident of such jurisdiction, being organized in such jurisdiction, or having a permanent establishment or fixed place of business therein, but excluding any connection arising solely from the rights and obligations as a Lender, or the activities of such Lender, pursuant to or in respect of this Agreement or the other Credit Documents, and (B) include any Tax (other than Indemnified a net income tax) imposed both as a result of a connection between a Lender and the jurisdiction imposing such Tax or any Tax described under clauses (ii) through (iv) and as a result of Section 2.19(a)a connection between the Company and the jurisdiction imposing such Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower the Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower the Company (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.17 (Taxes; Withholding, Etc.) (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include each Agent and Issuing Bank for purposes of this Section 2.16(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, or governmental rule, regulation, or order, or any change therein or Change in the interpretation, administration, or application thereof (including the introduction of any new law, treaty, or governmental rule, regulation, or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of law): Law has occurred that: (i) subjects such Lender (or its applicable lending officeoffice or Affiliate) or any company controlling such Lender to any additional Tax (other than any Indemnified Tax Taxes, Other Taxes covered by Section 2.17 (Taxes; Withholding, Etc.) or any Tax described under clauses (ii) through (iv) of Section 2.19(a)Excluded Taxes) with respect to this Agreement or any of the other Loan Financing Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR LIBO Rate Loans that are reflected in the definition of Adjusted LIBOR LIBO Rate), ) or any company controlling such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost or decrease the yield to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect theretohereunder or to increase the cost to such Lender of issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit); then, in any such case, Lead Borrower shall promptly pay to such Lender, upon within thirty (30) days following receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in yield or amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding any of the foregoing, a Lender shall be entitled to request compensation for increased costs or expenses described in this Section 2.16(a) only to the extent it is the general practice or policy of such Lender to request such compensation from other borrowers under comparable facilities under similar circumstances.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Revolving Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Banks for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order)order but excluding solely proposals thereof, or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with (B) any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): ) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) or any company controlling such Lender to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) any Taxes on the overall net income of such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of “Adjusted LIBOR Eurocurrency Rate), ”) or any company controlling such Lender; or (iii) imposes any other condition condition, cost or expense (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London applicable interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, continuing, converting or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofOriginal Closing Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.15 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Recipient (or its applicable lending office) to any additional Tax Taxes (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.14(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling complied with respect to the matters covered thereby), in the event that any Lender shall reasonably determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (thereof, including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or orderorder (but excluding solely proposals thereof), or any determination of a court any Governmental Authority (whether or Governmental Authoritynot having the force of law), in each case that becomes effective after the date hereof, or (B) compliance by such any Lender with any guideline, request, request or directive by any central bank or other Governmental Authority, in each case that is issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of law): hereof: (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)Excluded Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) except for Tax imposed in respect of payments of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of “Adjusted LIBOR Eurodollar Rate), ”) or any company Controlling such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Lender’s (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.21 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.20(a)) shall reasonably determine (which determination shall, absent manifest error, shall be final and conclusive and binding upon all parties heretohereto but shall be made only after consultation with the Borrower and the Administrative Agent) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order)order but excluding solely proposals thereof, or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): ) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) to any additional Tax tax (other than Indemnified Tax or any Tax described under taxes excluded from Section 2.21 pursuant to clauses (iii) through (ivvii) of Section 2.19(a)2.21(a) and Non-Excluded Taxes and Other Taxes covered by Section 2.21) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of “Adjusted LIBOR Eurodollar Rate”), ; or (iii) imposes any other condition (other than with respect to a Tax tax matter) on or affecting such Lender (or its applicable lending office) or its such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender by a material amount of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) by a material amount with respect thereto; then, in any such case, Lead the Borrower shall promptly pay to such Lender, upon within thirty (30) days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.20(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.. Notwithstanding the foregoing, no Lender may demand compensation pursuant to this Section 2.20(a) unless it is then the general policy of such Lender to pursue similar compensation in similar circumstances under comparable provisions of other credit agreements. 85

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender or any Issuing Bank shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, determination, guideline or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority or making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority, in each case case, that becomes effective after the date hereof, or compliance by such Lender or such Issuing Bank with any guideline, request, request or directive issued issued, made or made becoming effective after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender or such Issuing Bank (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)Excluded Taxes and (C) with respect to this Agreement Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (obligations, or its applicable lending office) of principaldeposits, interestreserves, fees other liabilities or any other amounts payable hereunder, capital attributable thereto; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, Federal Deposit Insurance Corporation insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender or such Issuing Bank (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender or such Issuing Bank (or its applicable lending office) or its obligations hereunder or the London Londonapplicable interbank market; and the result of any of the foregoing is to increase the cost to such Lender or such Issuing Bank of agreeing to make, making, making or maintaining Loans hereunder or (as the case may be) issuing or participating in Letters of Credit, or to reduce any amount received or receivable by such Lender or such Issuing Bank (or its applicable lending office) with respect thereto, including by imposing, modifying or holding NAI-1537228099v3 applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and excluding for purposes of this Section 2.18(a) any such increased costs or reduction in amount resulting from reserve requirements contemplated by Section 2.18(b) or the definition of LIBOR Rate); then, in any such case, Lead Borrower Borrowers shall promptly pay to such LenderLender or such Issuing Bank, upon within fifteen (15) days after receipt by Borrower Representative from such Lender or such Issuing Bank of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine or such Issuing Bank in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender or such Issuing Bank for any such increased cost or reduction in amounts received or receivable hereunder; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(a) for any increased costs incurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank, provided, further, that if the circumstances giving rise to such costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Issuing Bank shall deliver to Lead Borrower Representative (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender or such Issuing Bank under this Section 2.18(a), which statement shall be final and conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, determination, guideline or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market or the European interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower Company shall promptly pay to such Lender, upon within five Business Days of receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender on an after-tax basis for any such increased cost or reduction in amounts received or receivable hereunder; provided, that neither Company nor any of its Subsidiaries shall be required to compensate any Lender pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such Lender notifies Company in writing of the increased costs and of such Lender’s intention to claim compensation thereof; provided, further, that if the circumstance giving rise to such increased costs is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver to Lead Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.17 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Bank (which term shall include the Issuing Bank for purposes of this Section 2.16(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender Bank with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority quasi governmental authority (whether or not having the force of law): (i) subjects such Lender Bank (or its applicable lending office) to any additional Tax (other than Indemnified (A) any Tax on the overall net income of such Bank or its applicable lending office or (B) any Tax imposed as a result of the Administrative Agent’s or any Bank’s (including the Issuing Bank’s) failure to satisfy the applicable requirements as set forth in any statute enacted (or regulation or administrative guidance promulgated thereunder) after the date hereof that is based on, or similar to, Subtitle A - Foreign Account Tax described under clauses Compliance of H.R. 2847, as passed by the United States House of Representatives on March 4, 2010 (ii(A) through and (iv) of Section 2.19(aB), collectively, “Excluded Taxes”)) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Bank (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Bank (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLoans), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Bank (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender Bank of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Bank (or its applicable lending office) with respect thereto; then, in any such case, Lead the Borrower shall promptly pay to such LenderBank, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Bank in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Bank for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender Bank shall deliver to Lead the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Bank under this Section 2.18(a2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or orderorder after the Closing Date), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof Closing Date by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax Taxes (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of “Excluded Taxes” and (C) with respect to this Agreement Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (obligations, or its applicable lending office) of principaldeposits, interestreserves, fees other liabilities or any other amounts payable hereunder, capital attributable thereto; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, liquidity requirement or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or the relevant off-shore interbank market for any Other Foreign Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead the applicable Borrower shall promptly pay to such Lender, upon receipt of the written statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.13 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction adoption of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified any franchise Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans its contribution to the Loan hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower the Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) the Company a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.12(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.17 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereofhereof (in the case of each Lender listed on the signature pages hereof on the Closing Date), or after the effective date of the Assignment Agreement pursuant to which such Lender became a Lender (in the case of each other Lender), and with respect to any Lender that changes its lending office, after the date of such change in lending office, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)Excluded Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market or the European interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.14 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), order but excluding solely proposals thereof or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with (B) any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): ) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) any Recipient to any additional Tax Taxes (other than (1) Indemnified Tax or any Tax Taxes, (2) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (3) with respect to this Agreement Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (obligations, or its applicable lending office) of principaldeposits, interestreserves, fees other liabilities or any other amounts payable hereunder, capital attributable thereto; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of “Adjusted LIBOR Eurodollar Rate” or any company controlling such Lender), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretiondiscretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofOriginal Closing Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental EAST\142645020. 549 Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender or Issuing Bank shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender or Issuing Bank with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender or Issuing Bank (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(athe definition of Excluded Taxes, (C) Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes and that are imposed as a result of a present or former connection between such Lender or Issuing Bank and the jurisdiction imposing such tax (other than connections arising from such Lender or Issuing Bank having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Credit Document, or sold or assigned an interest in any Loan or Credit Document)) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender or Issuing Bank (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender or Issuing Bank (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender or Issuing Bank (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender or Issuing Bank of agreeing to make, making, making or maintaining Loans or other Credit Extensions hereunder or to reduce any amount received or receivable by such Lender or Issuing Bank (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower Company shall promptly pay to such LenderLender or Issuing Bank, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine or Issuing Bank in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender or Issuing Bank for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender or Issuing Bank shall deliver to Lead Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender or Issuing Bank under this Section 2.18(a2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental 49 Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.15 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)an Excluded Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insuranceFDIC, CDIC or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead if such Affected Party deems such change to be material, the Borrower shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead the Borrower (with a copy to Administrative the Facility Agent and the Class B Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.14(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty, treaty or governmental rule, regulation, 66 regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order)order but excluding solely proposals thereof, or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with (B) any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): ) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) or any company controlling such Lender to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of “Adjusted LIBOR Eurodollar Rate), ”) or any company controlling such Lender; or (iii) imposes any other condition condition, cost or expense (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, continuing, converting or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, 97 regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofAgreement Execution Date, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof Agreement Execution Date by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketmarket or the relevant off-shore interbank market for any Other Foreign Currency; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or acquiring participations in, issuing or maintaining Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead the applicable Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead the Borrower Representative (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the Closing Date (or with respect to any Purchaser which becomes a Purchaser after the date hereof hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Funding Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to makeentering into this Agreement, making, funding or maintaining Loans Notes hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender or any Issuing Bank shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, determination, guideline or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority or making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority, in each case case, that becomes effective after the date hereof, or compliance by such Lender or such Issuing Bank with any guideline, request, request or directive issued issued, made or made becoming effective after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender or such Issuing Bank (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)Excluded Taxes and (C) with respect to this Agreement Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (obligations, or its applicable lending office) of principaldeposits, interestreserves, fees other liabilities or any other amounts payable hereunder, capital attributable thereto; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, Federal Deposit Insurance Corporation insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any or such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Issuing Bank; or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender or such Issuing Bank (or its applicable lending office) or its obligations hereunder or the London applicable interbank market; and the result of any of the foregoing is to increase the cost to such Lender or such Issuing Bank of agreeing to make, making, making or maintaining Loans hereunder or (as the case may be) issuing or participating in Letters of Credit, or to reduce any amount received or receivable by such Lender or such Issuing Bank (or its applicable lending office) with respect thereto, including by imposing, modifying or holding applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and excluding for purposes of this Section 2.18(a) any such increased costs or reduction in amount resulting from reserve requirements contemplated by Section 2.18(b)); then, in any such case, Lead Borrower Borrowers shall promptly pay to such LenderLender or such Issuing Bank, upon within fifteen (15) days after receipt by Borrower Representative from such Lender or such Issuing Bank of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine or such Issuing Bank in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender or such Issuing Bank for any such increased cost or reduction in amounts received or receivable hereunder; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(a) for any increased costs incurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank, provided, further, that if the circumstances giving rise to such costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Issuing Bank shall deliver to Lead Borrower Representative (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for NAI-1537228099v31537241654v2 calculating the additional amounts owed to such Lender or such Issuing Bank under this Section 2.18(a), which statement shall be final and conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Bank (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Bank with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental Governmental or quasi-quasi Governmental Authority (whether or not having the force of law) (each of the foregoing, a “Change in Law”): (i) subjects such Lender Bank (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)an Excluded Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Bank (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Bank (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rateor Euribor Loans), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Bank (or its applicable lending office) or its obligations hereunder or the London interbank marketRelevant Interbank Market; and the result of any of the foregoing is to increase the cost to such Lender Bank of agreeing to make, making, converting to, continuing or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Bank (or its applicable lending office) with respect thereto; then, in any such case, Lead such Borrower shall promptly pay to such LenderBank, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Bank in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Bank for any such increased cost or reduction in amounts received or receivable hereunder; provided, that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. Such Lender Bank shall deliver to Lead such Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Bank under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. The obligations of each Borrower pursuant to this Section 2.19(a) and Section 2.19(b) shall survive the termination of this Agreement and the payment of all amounts hereunder. For the avoidance of doubt, this Section 2.19(a) shall not apply to the extent that any loss, liability or cost is compensated for by an increased payment under Section 2.20(b) or to the extent that such loss, liability or cost is an Excluded Tax.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include any Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order)order but excluding solely proposals thereof, or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with (B) any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): ) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) or any company controlling such Lender to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) any Tax on the overall net income of such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of “Adjusted LIBOR Eurodollar Rate), ”) or any company controlling such Lender; or (iii) imposes any other condition condition, cost or expense (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, continuing, converting or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender or any Issuing Bank shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, determination, guideline or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority or making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority, in each case case, that becomes effective after the date hereof, or compliance by such Lender or such Issuing Bank with any guideline, request, request or directive issued issued, made or made becoming effective after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender or such Issuing Bank (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)Excluded Taxes and (C) with respect to this Agreement Connection Income Taxes) on its loans, loan principal, letters of credit, commitments or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (obligations, or its applicable lending office) of principaldeposits, interestreserves, fees other liabilities or any other amounts payable hereunder, capital attributable thereto; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, Federal Deposit Insurance Corporation insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender or such Issuing Bank (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matterTaxes) on or affecting such Lender or such Issuing Bank (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender or such Issuing Bank of agreeing to make, making, making or maintaining Loans hereunder or (as the case may be) issuing or participating in Letters of Credit, or to reduce any amount received or receivable by such Lender or such Issuing Bank (or its applicable lending office) with respect thereto, including by imposing, modifying or holding applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and excluding for purposes of this Section 2.18(a) any such increased costs or reduction in amount resulting from reserve requirements contemplated by Section 2.18(b) or the definition of Adjusted LIBOR Rate); then, in any such case, Lead Borrower Borrowers shall promptly pay to such LenderLender or such Issuing Bank, upon within fifteen (15) days after receipt by Borrower Representative from such Lender or such Issuing Bank of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine or such Issuing Bank in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender or such Issuing Bank for any such increased cost or reduction in amounts received or receivable hereunder; provided, that no Credit Party shall be required to compensate any Lender or any Issuing Bank pursuant to this Section 2.18(a) for any increased costs incurred more than 180 days prior to the date that Borrower Representative receives such statement from such Lender or such Issuing Bank, provided, further, that if the circumstances giving rise to such costs are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect. Such Lender or such Issuing Bank shall deliver to Lead Borrower Representative (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender or such Issuing Bank under this Section 2.18(a), which statement shall be final and conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)an Excluded Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, EAST\142259790.4 52 interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 0 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)an Excluded Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insuranceFDIC, CDIC or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead if such Affected Party deems such change to be material, the Borrower shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.the

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Revolving Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.62

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include the Issuing Banks for purposes of this Section 2.18(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, order or orderGovernmental Authorization, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, order or orderGovernmental Authorization), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, hereunder or thereunder; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunderhereunder or thereunder. Such Lender shall deliver to Lead the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.15 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity requirement, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.14(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 (which 2.15(which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.14(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to and without duplication of the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Purchaser shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, or governmental rule, regulation, or order, or any change therein or Change in the interpretation, administration, or application thereof (including the introduction of any new law, treaty, or governmental rule, regulation, or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of law): Law: (i) subjects such Lender Purchaser (or its applicable lending investment office) or any company controlling such Purchaser to any additional Tax (other than Indemnified any Tax on the “overall net income” of such Person or any other Tax described for which additional amounts are specifically not payable under clauses (ii) through (iv) of Section 2.19(a)2.19 below) with respect to this Agreement or any of the other Loan Note Documents or any of its obligations hereunder or thereunder or thereunder, any payments to such Lender Purchaser (or its applicable lending investment office) of principal, interest, fees or any other amounts amount payable hereunder, or its deposits, reserves, other liabilities or capital attributable thereto; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than Purchaser or any company controlling such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Purchaser; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Purchaser (or its applicable lending investment office) or its any company controlling such Purchaser or such Purchaser’s obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Purchaser of agreeing to makepurchasing, making, holding or maintaining Loans Notes hereunder or to reduce any amount received or receivable by such Lender Purchaser (or its applicable lending investment office) with respect thereto; then, in any such case, Lead Borrower Company shall promptly pay to such LenderPurchaser, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Person in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Person for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender Purchaser shall deliver to Lead Borrower (with a copy to Administrative Agent) Company a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Person under this Section 2.18(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofFourth Amendment Effective Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Revolving Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.29 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender or any Issuer shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender or such Issuer with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental Governmental or quasi-Governmental Authority (whether or not having the force of law) (each of the foregoing, a “Change in Law”): (i) subjects such Lender (or its applicable lending office) or such Issuer to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) of Section 2.19(a)an Excluded Tax) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) or such Issuer of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender or such Issuer (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLoans), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank marketRelevant Interbank Market; and the result of any of the foregoing is to increase the cost to such Lender or such Issuer of agreeing to make, making, converting to, continuing or maintaining Loans Advances or Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower the Borrowers shall promptly pay to such LenderLender or such Issuer, as applicable, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine or such Issuer, as applicable, in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender or such Issuer for any such increased cost or reduction in amounts received or receivable hereunder; provided, that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. Such Lender or such Issuer, as applicable, shall deliver to the Lead Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender or such Issuer under this Section 2.18(a2.28(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. The obligations of the Borrowers pursuant to this Section 2.28(a) and Section 2.28(b) shall survive the termination of this Agreement and the payment of all amounts hereunder. For the avoidance of doubt, this Section 2.28(a) shall not apply to the extent that any loss, liability or cost is compensated for by an increased payment under Section 2.29(b) or to the extent that such loss, liability or cost is an Excluded Tax.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include the Issuing Bank and the Swing Line Lender for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereofApplicable Date, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof Applicable Date by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans or participations in Swing Line Loans or Letters of Credit or issuing Letters of Credit hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead the Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Revolving Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofThird Amendment Effective Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in EAST\148781874.9 the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofClosing Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the Closing Date (or with respect to any Lender which becomes a Lender after the date hereof hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to makeentering into this Agreement, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.18 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereof, or, if later, after the date such Lender accepts an assignment under Section 10.6, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof or, if later, after the date such Lender accepts an assignment under Section 10.6, by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Eurodollar Rate Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the 42 basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.17(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofFourth Amendment Effective Date, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Revolving Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party LEGAL_US_E # 152147085.3152147085.12 (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Affected Party shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender Affected Party with any guideline, request, request or directive issued or made after the date hereof (or with respect to any Lender which becomes a Lender after the date hereof, effective after such date) by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law): (i) subjects such Lender Affected Party (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Affected Party (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, or other insurance or charge or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), Affected Party; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Affected Party (or its applicable lending office) or its obligations hereunder or the London interbank markethereunder; and the result of any of the foregoing is to increase the cost to such Lender Affected Party of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Affected Party (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower if such Affected Party deems such change to be material, Company shall promptly pay to such LenderAffected Party, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Affected Party in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Affected Party for any such increased cost or reduction in amounts received or receivable hereunderhereunder and any reasonable expenses related thereto. Such Lender Affected Party shall deliver to Lead Borrower Company (with a copy to Administrative Agent and Paying Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Affected Party under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include any Fronting Banks for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereofDecember 30, 2002, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof December 30, 2002 by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) ), in each case with regard to Eurodollar Loans and/or Letters of principal, interest, fees or any other amounts payable Credit hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Eurodollar Loans hereunder or issuing or participating in Letters of Credit or to reduce any amount received or receivable by such Lender (or its applicable lending office) ), in each case with respect theretothereto by an amount deemed by such Lender to be material; then, in any such case, Lead Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.17 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender or Administrative Agent shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order)order but excluding solely proposals thereof, or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereofhereof (or in the case of (x) any Lender that becomes a party after the ClosingFourth Amendment Effective Date through an assignment by a Lender not affected by any of the foregoing or (y) any Additional Lender, the date that such Lender becomes a party hereto), or compliance by such Lender with (B) any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental Governmental Authority or quasi-Governmental quasi‑Governmental Authority (whether or not having the force of law) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof (or in the case of (x) any Lender that becomes a party after the ClosingFourth Amendment Effective Date through an assignment by a Lender not affected by any of the foregoing or (y) any Additional Lender, the date that such Lender becomes a party hereto) (any such change, determination or issuance, a “Change in Law”): (i) subjects such Lender or Administrative Agent (or its applicable lending office) or any company controlling such Lender or Administrative Agent to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender or Administrative Agent) with respect to this Agreement or any of the other Loan Credit Documents or its loans, loan principal, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or any of its obligations hereunder or thereunder or any payments to such Lender or Administrative Agent (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, hereunder or thereunder; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender or any company controlling such Lender (other than any such reserve or other requirements with respect to LIBOR Eurocurrency Rate Loans that are reflected in the definition of Adjusted LIBOR Eurocurrency Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market or the European interbank market; and the result of any of the foregoing is to increase the actual cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount actually received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead the applicable Borrower shall promptly pay to such LenderLender or Administrative Agent, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender or Administrative Agent on an after Tax basis for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender or Administrative Agent shall deliver to Lead the Borrower Representative (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender or Administrative Agent under this Section 2.18(a2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.14 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (regardless of whether the underlying law, treaty or governmental rule, regulation or order was issued or enacted prior to the date hereof), including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), order but excluding solely proposals thereof or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with (B) any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): ) or any implementation rules or interpretations of previously issued guidelines, requests or directives, in each case that is issued or made after the date hereof: (i) subjects such Lender (or its applicable lending office) any Recipient to any additional Tax Taxes (other than (1) Indemnified Tax or any Tax Taxes, (2) Taxes described under in clauses (iib), (c) through and (ivd) of Section 2.19(a)the definition of Excluded Taxes and (3) with respect to this Agreement Connection Income Taxes) on its Loans or any of the Commitments, or other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (obligations, or its applicable lending office) of principaldeposits, interestreserves, fees other liabilities or any other amounts payable hereunder, capital attributable thereto; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rateany company controlling such Lender), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretiondiscretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.13(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include any Fronting Banks for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) ), in each case with regard to Eurodollar Loans and/or Letters of principal, interest, fees or any other amounts payable Credit hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Eurodollar Loans hereunder or issuing or participating in Letters of Credit or to reduce any amount received or receivable by such Lender (or its applicable lending office) ), in each case with respect theretothereto by an amount deemed by such Lender to be material; then, in any such case, Lead Borrower Company shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.16 (which shall be controlling with respect to the matters covered thereby), in the event that DIP Agent or any DIP Lender shall determine in good faith (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereof, or compliance by DIP Agent or such DIP Lender with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority quasi governmental authority (whether or not having the force of law): (i) subjects DIP Agent or such DIP Lender (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (iib) through (ivd) of Section 2.19(athe definition of Excluded Taxes and (C) Connection Income Taxes)) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to DIP Agent or such DIP Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such DIP Lender (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) affecting this Agreement or LIBOR Rate Loans made by such DIP Lender on or affecting such DIP Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such DIP Lender of agreeing to make, making, making or maintaining LIBOR Rate Loans hereunder or to reduce any amount received or receivable by such DIP Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower shall promptly pay to such DIP Lender, upon within ten (10) days following receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such DIP Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such DIP Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such DIP Lender shall deliver to Lead Borrower (with a copy to Administrative DIP Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such DIP Lender under this Section 2.18(a2.15(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.17 (Taxes; Withholding, Etc.) (which shall be controlling with respect to the matters covered thereby), in the event that any Lender (which term shall include each Agent and Issuing Bank for purposes of this Section 2.16(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, or governmental rule, regulation, or order, or any change therein or Change in the interpretation, administration, or application thereof (including the introduction of any new law, treaty, or governmental rule, regulation, or order), or any determination of a court or Governmental Authority, in each case that becomes effective after the date hereof, or compliance by such Lender with any guideline, request, or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of law): Law has occurred that: (i) subjects such Lender (or its applicable lending officeoffice or Affiliate) or any company controlling such Lender to any additional Tax (other than any Indemnified Tax Taxes, Other Taxes covered by Section 2.17 (Taxes; Withholding, Etc.) or any Tax described under clauses (ii) through (iv) of Section 2.19(a)Excluded Taxes) with respect to this Agreement or any of the other Loan Financing Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, liquidity, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Rate LIBO RateTerm SOFR Loans that are reflected in the definition of Adjusted LIBOR Rate), LIBO RateTerm SOFR) or any company controlling such Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its any company controlling such Lender or such Lender’s obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost or decrease the yield to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect theretohereunder or to increase the cost to such Lender of issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit); then, in any such case, Lead Borrower shall promptly pay to such Lender, upon within thirty (30) days following receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or in a lump sum or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in yield or amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.16(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error. Notwithstanding any of the foregoing, a Lender shall be entitled to request compensation for increased costs or expenses described in this Section 2.16(a) only to the extent it is the general practice or policy of such Lender to request such compensation from other borrowers under comparable facilities under similar circumstances.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.15 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order)) by any Governmental Authority having appropriate jurisdiction, or any determination of a court or Governmental AuthorityAuthority having appropriate jurisdiction, in each case that becomes effective after the date hereofhereofAmendment No. 11 Effective Date, or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof hereofAmendment No. 11 Effective Date by any central bank or other governmental or quasi-Governmental Authority (whether or not having the force of law): (i) subjects such Lender Recipient (or its applicable lending office) to any additional Tax (other than (A) Indemnified Tax or any Tax Taxes, (B) Taxes described under in clauses (ii) through (ivii)-(iv) of Section 2.19(a)the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR LIBORSOFR Rate Loans that are reflected in the definition of Adjusted LIBOR RateRateTerm SOFR), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender or such other Recipient of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender or such other Recipient (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower Company shall promptly pay to such LenderLender or such other Recipient, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender or such other Recipient for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender or such other Recipient shall deliver to Lead Borrower Company (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender or such other Recipient under this Section 2.18(a2.14(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender Bank (which term shall include the Issuing Bank for purposes of this Section 2.19(a)) shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the date hereof, or compliance by such Lender Bank with any guideline, request, request or directive issued or made after the date hereof by any central bank or other governmental or quasi-Governmental Authority quasi governmental authority (whether or not having the force of law): (i) subjects such Lender Bank (or its applicable lending office) to any additional Tax (other than Indemnified (A) any Tax on the overall net income of such Bank or its applicable lending office or (B) any Tax imposed as a result of the Administrative Agent’s or any Bank’s (including the Issuing Bank’s) failure to satisfy the applicable requirements as set forth in any statute enacted (or regulation or administrative guidance promulgated thereunder) after the date hereof that is based on, or similar to, Subtitle A - Foreign Account Tax described under clauses Compliance of H.R. 2847, as passed by the United States House of Representatives on March 4, 2010 (ii(A) through and (iv) of Section 2.19(aB), collectively, “Excluded Taxes”)) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender Bank (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender Bank (other than any such reserve or other requirements with respect to LIBOR Rate Loans that are reflected in the definition of Adjusted LIBOR RateLoans), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender Bank (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender Bank of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender Bank (or its applicable lending office) with respect thereto; then, in any such case, Lead such Borrower shall promptly pay to such LenderBank, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine Bank in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender Bank for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender Bank shall deliver to Lead such Borrower (with a copy to the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender Bank under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Compensation For Increased Costs and Taxes. Subject to the provisions of Section 2.19 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty, treaty or governmental rule, regulation, regulation or order, or any change therein or in the interpretation, administration, administration or application thereof (including the introduction of any new law, treaty, treaty or governmental rule, regulation, regulation or order), or any determination of a court or Governmental Authoritygovernmental authority, in each case that becomes effective after the Closing Date (or in the case of any Lender that becomes a party after the Closing Date, the date hereofthat such Lender becomes a party hereto), or compliance by such Lender with any guideline, request, request or directive issued or made after the date hereof Closing Date by any central bank or other governmental or quasi-Governmental Authority governmental authority (whether or not having the force of law): (i) subjects such Lender (or its applicable lending office) to any additional Tax (other than Indemnified Tax or any Tax described under clauses (ii) through (iv) on the overall net income of Section 2.19(a)such Lender) with respect to this Agreement or any of the other Loan Credit Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amounts amount payable hereunder, ; (ii) imposes, modifies, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special, special or other reserve), special deposit, compulsory loan, FDIC insurance, insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of such Lender (other than any such reserve or other requirements with respect to LIBOR Eurodollar Rate Loans that are reflected in the definition of Adjusted LIBOR Eurodollar Rate), ; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting such Lender (or its applicable lending office) or its obligations hereunder or the London interbank market; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make, making, making or maintaining Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, Lead Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine in its reasonable discretionsole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder. Such Lender shall deliver to Lead Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.18(a2.19(a), which statement shall be conclusive and binding upon all parties hereto absent manifest error.