Common use of Increased Commitment Costs Clause in Contracts

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that any Change in Law, or compliance by such Lender or Issuing Lender (or its Lending Office) or any holding company controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding company’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to the extent of any retroactive application of the Change in Law giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to designate a different Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that any Change in Law, or compliance by such Lender or Issuing Lender (or its Lending Office) or any holding company controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding company’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to the extent of any retroactive application of the Change in Law giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender Xxxxxx agrees to designate a different Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s or such holding companycorporation’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to the extent of any retroactive application of the Change in Law law, rule, regulation or guideline (or similar) giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, by notifying such Lender agrees to designate a different Lending Office if or such designation will avoid the need for or reduce the amount Issuing Lender, within five (5) Banking Days after demand of such compensation Lender or such Issuing Lender, of Borrower’s intention to replace such Lender or such Issuing Lender and will not, Borrower shall then replace such Lender or such Issuing Lender by causing such Lender or such Issuing Lender to assign its Commitments to one or more other then-existing Lenders or to another Eligible Assignee reasonably satisfactory to the Administrative Agent and the other then-existing Lenders within forty-five (45) days after demand of such Lender or such Issuing Lender. Each Lender’s or Issuing Lender’s determination of such amounts shall be conclusive in the good faith judgment absence of such Lender, otherwise be materially disadvantageous to such Lendermanifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Effective Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its LIBOR Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower and the Co-Borrowers shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated and the Co-Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except demand; provided, further, that notwithstanding anything herein to the extent of 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 retroactive application 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 have been enacted, adopted and issued after the Effective Date, regardless of the Change date actually enacted, adopted or issued. Each Lender’s determination of such amounts shall be conclusive in Law giving rise to the absence of manifest error. Any request for compensation by a Lender under this Section shall set forth the basis upon which it has been determined that such demand)an amount is due from Borrower and the Co-Borrowers, a calculation of the amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Lender. If Borrower and the Co-Borrowers become obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any 11.24; provided that Borrower and the Co-Borrowers shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower and the Co-Borrowers, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall -------------------------- determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that (i) Lenders notify -------- Borrower of such changes within 180 days after their occurrence, and (ii) Lenders are generally making claims for compensation for such changes against other similarly situated borrowers. Payments by Borrower hereunder shall not be obligated include (A) Income Taxes attributable to pay Lenders, and (B) any withholding taxes or other taxes based on gross income imposed by the United States of America on any Lender for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 11.21, to the ------------- extent such amount unless forms are then required by applicable Laws. Each Lender shall promptly notify Borrower and the Administrative Agent of any event of which it has actual knowledge, occurring after the Closing Date, that will entitle such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to the extent of any retroactive application of the Change in Law giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to and will designate a different Lending Office lending office if such designation will avoid the need for for, or reduce the amount of of, such compensation and will not, in the good faith reasonable judgment of such Lender, be otherwise be materially disadvantageous to it in any material respect. Any Lender demanding compensation under this Section shall include with its demand a statement setting forth in reasonable detail the basis upon which it has been determined that such compensation is due from Borrower, the calculation of the amount of compensation to be paid to it hereunder, which calculation shall be conclusive and binding, absent demonstrable error, and a certification that the corresponding costs have in fact been incurred by such Lender. In determining such amount such Lender may use any reasonable averaging and attribution methods. Each Lender's determination of such amounts shall be conclusive in the absence of manifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable Law or guideline regarding capital adequacy or liquidity requirements, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its LIBOR Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s or such holding companycorporation’s failure to comply with any other Laws, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or and liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) determines in good faith that the amount of such capital or liquidity is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five ten (510) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety one hundred eighty (90180) days preceding the date of such demand or is attributable to periods prior to the date which is ninety one hundred eighty (90180) days preceding the date of such demand (except demand. Each Lender’s determination of such amounts shall be conclusive in the absence of manifest error. Notwithstanding anything herein to the extent of contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines and directives promulgated thereunder and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any retroactive application successor or similar authority) or the United States or foreign regulatory authorities, in each case under this clause (ii) pursuant to Basel III, shall be deemed to be a “change” under this Section 3.4 and shall entitle the Lenders to recover the amounts described in this Section 3.4, regardless of the Change in Law giving rise to such demand). If a Lender date enacted or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to designate a different Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lenderadopted.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in -------------------------- good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that -------- Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Each Lender's determination of such amounts shall be conclusive in the extent absence of any retroactive application manifest error. Any request for compensation by a Lender under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Lender. If Borrower becomes obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any ; provided that -------- Borrower shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender Bank shall determine in -------------------------- good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender Bank (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lenderthe Bank, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender Bank or any holding company corporation controlling such Lender or Issuing Lender Bank and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s Bank's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s Bank's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) ten Banking Days after demand of such Lender or such Issuing LenderBank, Borrower and the Co-Borrowers shall pay to such Lender or such Issuing LenderBank, from time to time as specified in good faith by such Lender or such Issuing LenderBank, additional amounts sufficient to compensate such Lender or such Issuing Lender Bank in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated and -------- the Co-Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Each Bank's determination of such amounts shall be conclusive in the extent absence of any retroactive application manifest error. Any request for compensation by a Bank under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower and the Co-Borrowers, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Bank. If Borrower and the Co-Borrowers become obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Bank, Borrower may replace such Lender or such Issuing Lender that Bank will be subject to removal in accordance with Section 11.26. If any Lender requests compensation pursuant 11.27; provided that Borrower and the Co-Borrowers shall -------- have paid such amount to this Sectionthat Bank and that Borrower and the Co-Borrowers, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Bank in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such LenderBank.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand, and Borrower shall not be obligated to pay any such amount if either: (i) within five (5) Banking Days after demand (except to the extent of any retroactive application of the Change in Law giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to designate a different Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous Borrower notifies such Lender of Borrower's intention to repay all Obligations then owing to such Lender and to terminate the Commitments of such Lender, and Borrower in fact repays such Obligations and terminates such Commitments within thirty (30) days after demand of such Lender; or (ii) within five (5) Banking Days after demand of such Lender, Borrower notifies such Lender of Borrower's intention to replace such Lender and Borrower replaces such Lender by causing such Lender to assign its Commitments to one or more other then-existing Lenders or to another Eligible Assignee reasonably satisfactory to the Administrative Agent and the other then-existing Lenders within forty-five (45) days after demand of such Lender. Each Lender's determination of such amounts shall be conclusive in the absence of manifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further PROVIDED that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Each Lender's determination of such amounts shall be conclusive in the extent absence of any retroactive application manifest error. Any request for compensation by a Lender under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Lender. If Borrower becomes obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any ; PROVIDED that Borrower shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s or such holding companycorporation’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances; provided that (i) Lenders notify Borrower of such changes within 180 days after their occurrence, to the extent reasonably allocable to and (ii) Lenders are generally making claims for compensation for such obligations changes against other similarly situated borrowers. Payments by Borrower under this Agreement, provided that Borrower subsection shall not be obligated to pay include payments for (A) Taxes or Other Taxes covered by Section 3.11, and (B) the imposition of, or any such amount unless change in the rate of, any Income Tax payable by Lenders. Each Lender shall promptly notify Borrower and the Administrative Agent of any event of which it has actual knowledge, occurring after the Closing Date, that will entitle such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to the extent of any retroactive application of the Change in Law giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to and will designate a different Lending Office lending office if such designation will avoid the need for for, or reduce the amount of of, such compensation and will not, in the good faith reasonable judgment of such Lender, be otherwise be materially disadvantageous to it in any material respect. Any Lender demanding compensation under this Section shall include with its demand a statement setting forth in reasonable detail the basis upon which it has been determined that such compensation is due from Borrower and the calculation of the amount of compensation to be paid to it hereunder, which calculation shall be conclusive and binding, absent demonstrable error. In determining such amount such Lender may use any reasonable averaging and attribution methods. Each Lender’s determination of such amounts shall be conclusive in the absence of manifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand, and Borrower shall not be obligated to pay any such amount if, within five (5) Banking Days after demand (except to the extent of any retroactive application of the Change in Law giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to designate a different Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous Borrower notifies such Lender of Borrower's intention to repay all Obligations then owing to such Lender and to terminate the Commitments of such Lender, and if Borrower in fact repays such Obligations and terminates such Commitments within thirty (30) days after demand of such Lender. Each Lender's determination of such amounts shall be conclusive in the absence of manifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the date hereof of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired 's reasonably expected return on capitalcapital under this Agreement) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except demand, and provided further that in the case where Borrower becomes obligated to the extent of any retroactive application of the Change in Law giving rise to such demand). If pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any , provided that Borrower shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty (30) day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of Borrower's intent to so remove the Lender. Each Lender's determination of such amounts shall be conclusive in the good faith judgment absence of such Lender, otherwise be materially disadvantageous to such Lendermanifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand, and Borrower shall not be obligated to pay any such amount if, within five (5) Banking Days after demand (except to the extent of any retroactive application of the Change in Law giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to designate a different Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous Borrower notifies such Lender of Borrower's intention to repay all Obligations then owing to such Lender and to terminate the Commitments of such Lender, and if Borrower in fact repays such Obligations and terminates such Commitments within [thirty (30) days] after demand of such Lender. Each Lender's determination of such amounts shall be conclusive in the absence of manifest error.

Increased Commitment Costs. If any Lender or Issuing Lender Bank shall determine in good -------------------------- faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender Bank (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lenderthe Bank, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender Bank or any holding company corporation controlling such Lender or Issuing Lender Bank and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s Bank's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s Bank's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) ten Banking Days after demand of such Lender or such Issuing LenderBank, Borrower and the Co-Borrowers shall pay to such Lender or such Issuing LenderBank, from time to time as specified in good faith by such Lender or such Issuing LenderBank, additional amounts sufficient to compensate such Lender or such Issuing Lender Bank in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated and -------- the Co-Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Each Bank's determination of such amounts shall be conclusive in the extent absence of any retroactive application manifest error. Any request for compensation by a Bank under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower and the Co-Borrowers, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Bank. If Borrower and the Co-Borrowers become obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Bank, Borrower may replace such Lender or such Issuing Lender that Bank will be subject to removal in accordance with Section 11.26. If any Lender requests compensation pursuant 11.27; provided that Borrower and the Co-Borrowers shall -------- have paid such amount to this Sectionthat Bank and that Borrower and the Co-Borrowers, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Bank in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such LenderBank.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Restatement Effective Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its LIBOR Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower and the Co-Borrowers shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated and the Co-Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Each Lender’s determination of such amounts shall be conclusive in the extent absence of any retroactive application manifest error. Any request for compensation by a Lender under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower and the Co-Borrowers, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Lender. If Borrower and the Co-Borrowers become obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any 11.24; provided that Borrower and the Co-Borrowers shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower and the Co-Borrowers, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its LIBOR Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower and the Co-Borrowers shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated and the Co-Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Each Lender's determination of such amounts shall be conclusive in the extent absence of any retroactive application manifest error. Any request for compensation by a Lender under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower and the Co-Borrowers, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Lender. If Borrower and the Co-Borrowers become obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any ; provided that Borrower and the Co-Borrowers shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower and the Co-Borrowers, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five ten (510) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Any request for compensation by a Lender under this Section shall set forth the extent of any retroactive application basis upon which it has been determined that such an amount is due from Borrower, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Lender. If a Lender or Issuing Lender requests compensation pursuant Borrower becomes obligated to pay any amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any 11.24; provided that Borrower shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty (30) day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of its intent to so remove the Lender. Each Lender's determination of such amounts shall be conclusive in the good faith judgment absence of such Lender, otherwise be materially disadvantageous to such Lendermanifest error.

Increased Commitment Costs. If any Lender or Issuing Lender Bank shall determine -------------------------- in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender Bank (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lenderthe Bank, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender Bank or any holding company corporation controlling such Lender or Issuing Lender Bank and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s Bank's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s Bank's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five ten (510) Banking Days after demand of such Lender or such Issuing LenderBank, Borrower shall pay to such Lender or such Issuing LenderBank, from time to time as specified in good faith by such Lender or such Issuing LenderBank, additional amounts sufficient to compensate such Lender or such Issuing Lender Bank in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall -------- not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Any request for compensation by a Bank under this Section shall set forth the extent of any retroactive application basis upon which it has been determined that such an amount is due from Borrower, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Bank. If Borrower becomes obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Bank, Borrower may replace such Lender or such Issuing Lender that Bank will be subject to removal in accordance with Section 11.26. If any Lender requests compensation pursuant ; provided that Borrower shall have paid such ----- -------- amount to this Sectionthat Bank and that Borrower, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty (30) day period following the amount date of such compensation and will notpayment, shall have notified that Bank in writing of its intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.Bank. Each Bank's determination of

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the date hereof of any Change in Lawapplicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or change in the manner of compliance by such Lender or Issuing Lender (or its Eurocurrency Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower the Borrowers shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement. Notwithstanding the foregoing, provided that Borrower the Borrowers shall not be obligated required to pay reimburse any such amount unless such Lender for any increased costs, reductions or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose payments under this Section arising prior to the date which is ninety (90) 90 days preceding the date of such any claim or demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (by that Lender for compensation under this Section except to the extent of any retroactive application the applicable law or regulation is imposed retroactively and the demand or claim is made within 90 days of the Change effect (in Law giving rise to which case such demandclaim or demand shall be submitted within 90 days of the date upon which such Lender becomes aware or should reasonably be aware of such law or regulation). If Each Lender's determination of such amounts shall be conclusive in the absence of manifest error. Any request for compensation by a Lender or Issuing Lender requests compensation pursuant to under this Section 3.5shall set forth the basis upon which it has been determined that such an amount is due from the Borrowers, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to designate a different Lending Office if such designation will avoid the need for or reduce calculation of the amount due, and a certification that the corresponding costs or diminished rate of such compensation and will not, in return on capital have been incurred or sustained by the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the date hereof of any Change applicable law, rule, regulation or guideline regarding capital adequacy or liquidity requirements, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof (including, without limitation, Xxxx-Xxxxx and Basel III, regardless of the date enacted, adopted or issued), or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s or such holding companycorporation’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to the extent of any retroactive application of the Change in Law law, rule, regulation or guideline (or similar) giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, by notifying such Lender agrees to designate a different Lending Office if or such designation will avoid the need for or reduce the amount Issuing Lender, within five (5) Banking Days after demand of such compensation Lender or such Issuing Lender, of Borrower’s intention to replace such Lender or such Issuing Lender and will not, Borrower shall then replace such Lender or such Issuing Lender by causing such Lender or such Issuing Lender to assign its Commitments to one or more other then-existing Lenders or to another Eligible Assignee reasonably satisfactory to the Administrative Agent within forty-five (45) days after demand of such Lender or such Issuing Lender. Each Lender’s or Issuing Lender’s determination of such amounts shall be conclusive in the good faith judgment absence of such Lender, otherwise be materially disadvantageous to such Lendermanifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the date hereof of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired reasonably expected return on capitalcapital under this Agreement) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except demand, and provided further that in the case where Borrower becomes obligated to the extent of any retroactive application of the Change in Law giving rise to such demand). If pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any 11.27, provided that Borrower shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty (30) day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of Borrower’s intent to so remove the Lender. Each Lender’s determination of such amounts shall be conclusive in the good faith judgment absence of such Lender, otherwise be materially disadvantageous to such Lendermanifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the date hereof of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its LIBOR Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, Borrower and the Co-Borrowers shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated and the Co-Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Each Lender's determination of such amounts shall be conclusive in the extent absence of any retroactive application manifest error. Any request for compensation by a Lender under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower and the Co-Borrowers, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Lender. If Borrower and the Co-Borrowers become obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any ; provided that Borrower and the Co-Borrowers shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower and the Co-Borrowers, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five ten (510) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Any request for compensation by a Lender under this Section shall set forth the extent of any retroactive application basis upon which it has been determined that such an amount is due from Borrower, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Lender. If a Lender or Issuing Lender requests compensation pursuant Borrower becomes obligated to pay any amount under this Section 3.5to any Lender, Borrower may replace such that Lender or such Issuing Lender will be subject to removal in accordance with Section 11.26. If any 11.24; provided that Borrower shall have paid such amount to that Lender requests compensation pursuant to this Sectionand that Borrower, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty (30) day period following the amount date of such compensation and will notpayment, shall have notified that Lender in writing of its intent to so remove the Lender. Each Lender's determina- tion of such amounts shall be conclusive in the good faith judgment absence of such Lender, otherwise be materially disadvantageous to such Lendermanifest error.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the date hereof of any Change in Lawapplicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in the interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or change in the manner of compliance by such Lender or Issuing Lender (or its Euro-Dollar Lending Office) or any holding company corporation controlling such Lender or Issuing the Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s 's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s 's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking ten Business Days after demand of such Lender or such Issuing Lender, the Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement. Notwithstanding the foregoing, provided that the Borrower shall not be obligated required to pay reimburse any such amount unless such Lender for any increased costs, reductions or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose payments under this Section arising prior to the date which is ninety (90) 90 days preceding the date of such any claim or demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (by that Lender for compensation under this Section except to the extent of any retroactive application the applicable law or regulation is imposed retroactively and the demand or claim is made within 90 days of the Change effect (in Law giving rise to which case such demandclaim or demand shall be submitted within 90 days of the date upon which such Lender becomes aware or should reasonably be aware of such law or regulation). If Each Lender's determination of such amounts shall be conclusive in the absence of manifest error. Any request for compensation by a Lender or Issuing Lender requests compensation pursuant to under this Section 3.5shall set forth the basis upon which it has been determined that such an amount is due from the Borrower, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to designate a different Lending Office if such designation will avoid the need for or reduce calculation of the amount due, and a certification that the corresponding costs or diminished rate of such compensation and will not, in return on capital have been incurred or sustained by the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s or such holding companycorporation’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances; provided that (i) Lenders notify Borrower of such changes within 180 days after their occurrence, and (ii) Lenders are generally making claims for compensation for such changes against other similarly situated borrowers. Payments by Borrower under this subsection shall not include (A) Income Taxes attributable to Lenders, and (B) any withholding taxes or other taxes based on gross income imposed by the United States of America on any Lender for any period with respect to which it has failed to provide Borrower with the appropriate form or forms required by Section 3.11(e), to the extent reasonably allocable to such obligations under this Agreementforms are then required by applicable Laws. Each Lender shall promptly notify Borrower and the Administrative Agent of any event of which it has actual knowledge, provided occurring after the Closing Date, that Borrower shall not be obligated to pay any such amount unless will entitle such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to the extent of any retroactive application of the Change in Law giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this Section, such Lender agrees to and will designate a different Lending Office lending office if such designation will avoid the need for for, or reduce the amount of of, such compensation and will not, in the good faith reasonable judgment of such Lender, be otherwise be materially disadvantageous to it in any material respect. Any Lender demanding compensation under this Section shall include with its demand a statement setting forth in reasonable detail the basis upon which it has been determined that such compensation is due from Borrower, the calculation of the amount of compensation to be paid to it hereunder, which calculation shall be conclusive and binding, absent demonstrable error. In determining such amount such Lender may use any reasonable averaging and attribution methods. Each Lender’s determination of such amounts shall be conclusive in the absence of manifest error.

Increased Commitment Costs. If any Lender or Issuing Lender Bank shall determine in -------------------------- good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender Bank (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lenderthe Bank, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender Bank or any holding company corporation controlling such Lender or Issuing Lender Bank and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s Bank's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s Bank's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) ten Banking Days after demand of such Lender or such Issuing LenderBank, Borrower and the Co-Borrowers shall pay to such Lender or such Issuing LenderBank, from time to time as specified in good faith by such Lender or such Issuing LenderBank, additional amounts sufficient to compensate such Lender or such Issuing Lender Bank in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower and the Co-Borrowers shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any -------- such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Each Bank's determination of such amounts shall be conclusive in the extent absence of any retroactive application manifest error. Any request for compensation by a Bank under this Section shall set forth the basis upon which it has been determined that such an amount is due from Borrower and the Co- Borrowers, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Bank. If Borrower and the Co-Borrowers become obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Bank, Borrower may replace such Lender or such Issuing Lender that Bank will be subject to removal in accordance with Section 11.26. If any Lender requests compensation pursuant 11.27; provided that Borrower and the Co- -------- Borrowers shall have paid such amount to this Sectionthat Bank and that Borrower and the Co- Borrowers, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty day period following the amount date of such compensation and will notpayment, shall have notified that Bank in writing of their intent to so remove the good faith judgment of such Lender, otherwise be materially disadvantageous to such LenderBank.

Increased Commitment Costs. If any Lender or Issuing Lender shall determine in good faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lender, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency other authority not imposed as a result of such Lender’s, such Issuing Lender’s or such holding companycorporation’s failure to comply with any other Laws, affects or would affect the amount of capital required or expected to be maintained by such Lender, such Issuing Lender or any holding company corporation controlling such Lender or Issuing Lender and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s or such holding companycorporation’s policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five (5) Banking Days after demand of such Lender or such Issuing Lender, Borrower shall pay to such Lender or such Issuing Lender, from time to time as specified in good faith by such Lender or such Issuing Lender, additional amounts sufficient to compensate such Lender or such Issuing Lender in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to the extent of any retroactive application of the Change in Law law, rule, regulation or guideline (or similar) giving rise to such demand). If a Lender or Issuing Lender requests compensation pursuant to this Section 3.5, Borrower may replace such Lender or by notifying such Issuing Lender in accordance with Section 11.26. If any Lender requests compensation pursuant to this SectionLender, such Lender agrees to designate a different Lending Office if such designation will avoid the need for or reduce the amount of such compensation and will not, in the good faith judgment within five (5) Banking Days after demand of such Lender, otherwise be materially disadvantageous of Borrower’s intention to replace such Lender and Borrower shall then replace such Lender by causing such Lender to assign its Commitments to one or more other then-existing Lenders or to another Eligible Assignee reasonably satisfactory to the Administrative Agent and the other then-existing Lenders within forty-five (45) days after demand of such Lender. Each Lender’s determination of such amounts shall be conclusive in the absence of manifest error.

Increased Commitment Costs. If any Lender or Issuing Lender Bank shall determine in good -------------------------- faith that the introduction after the Closing Date of any Change applicable law, rule, regulation or guideline regarding capital adequacy, or any change therein or any change in Lawthe interpretation or administration thereof by any central bank or other Governmental Agency charged with the interpretation or administration thereof, or compliance by such Lender or Issuing Lender Bank (or its Eurodollar Lending Office) or any holding company corporation controlling such Lender or Issuing Lenderthe Bank, with any request, guideline or directive regarding capital adequacy or liquidity requirements (whether or not having the force of Law) of any such central bank or Governmental Agency not imposed as a result of such Lender’s, such Issuing Lender’s or such holding company’s failure to comply with any other Lawsauthority, affects or would affect the amount of capital required or expected to be maintained main tained by such Lender, such Issuing Lender Bank or any holding company corporation controlling such Lender or Issuing Lender Bank and determines in good faith (taking into consideration such Lender’s, such Issuing Lender’s Bank's or such holding company’s corporation's policies with respect to capital adequacy or liquidity requirements and such Lender’s or such Issuing Lender’s Bank's desired return on capital) determines in good faith that the amount of such capital is increased, or the rate of return on capital is reduced, as a consequence of its obligations under this Agreement, then, within five ten (510) Banking Days after demand of such Lender or such Issuing LenderBank, Borrower shall pay to such Lender or such Issuing LenderBank, from time to time as specified in good faith by such Lender or such Issuing LenderBank, additional amounts sufficient to compensate such Lender or such Issuing Lender Bank in light of such circumstances, to the extent reasonably allocable to such obligations under this Agreement, provided that Borrower shall not be obligated to pay any such amount unless such Lender or such Issuing Lender is charging similar amounts to similarly situated Borrowers and provided further that Borrower shall -------- not be obligated to pay any such amount which arose prior to the date which is ninety (90) days preceding the date of such demand or is attributable to periods prior to the date which is ninety (90) days preceding the date of such demand (except to demand. Any request for compensation by a Bank under this Section shall set forth the extent of any retroactive application basis upon which it has been determined that such an amount is due from Borrower, a calculation of the Change in Law giving rise to such demand)amount due, and a certification that the corresponding costs or diminished rate of return on capital have been incurred or sustained by the Bank. If Borrower becomes obligated to pay a Lender or Issuing Lender requests compensation pursuant to material amount under this Section 3.5to any Bank, Borrower may replace such Lender or such Issuing Lender that Bank will be subject to removal in accordance with Section 11.26. If any Lender requests compensation pursuant 12.27; provided that Borrower shall have paid such ----- -------- amount to this Sectionthat Bank and that Borrower, such Lender agrees to designate a different Lending Office if such designation will avoid within the need for or reduce thirty (30) day period following the amount date of such compensation and will notpayment, shall have notified that Bank in writing of its intent to so remove the Bank. Each Bank's determination of such amounts shall be conclusive in the good faith judgment absence of such Lender, otherwise be materially disadvantageous to such Lendermanifest error.