Common use of Increased Cost and Reduced Return Clause in Contracts

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after (x) the date hereof, in the case of any Euro-Dollar Loan or Letter of Credit or any obligation to issue, renew make Euro-Dollar Loans or extend issue or participate in any Letter of CreditCredit or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) made on or after the date of this Agreement by any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) or any LC Issuing Bank or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes, its obligation to any taxes not governed by Section 7.02 on make Euro-Dollar Loans, its letters of credit, commitments, or other obligations, Money Market Loans or its deposits, reserves, other liabilities or capital attributable theretoobligations hereunder in respect of Letters of Credit, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or Money Market Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Lender or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the such Lender or LC Issuer Issuing Bank such additional amount or amounts as will (subject to subsection (e) of this Section) compensate the such Lender or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to After the taxes which are governed solely by Section 7.02date of this Agreement, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency authority charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) WFBC with any request or directive (whether or not having the force of law) of any such authoritygovernmental authority (a) subjects WFBC to any charge or withholding on or in connection with this Agreement or any Related Document or any Purchased Account, central bank (b) changes the basis of taxation of payments to WFBC in respect of any amounts payable under this Agreement or comparable agency shall imposeany Related Document (except for changes in the rate of tax on the overall net income before tax of WFBC), modify (c) imposes, modifies or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended byby WFBC, (d) has the LC Issuer effect of reducing the rate of return on WFBC’s capital to a level below that which WFBC could have achieved but for such adoption, change or compliance (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officetaking into consideration WFBC’s policies concerning capital adequacy) or its obligation to issue Letters of Credit, (e) imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to WFBC of its purchasing, maintaining or expense to the LC Issuer funding any interest acquired under this Agreement or any Related Document, (or its Applicable Lending Officey) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by by, or to reduce the LC Issuer (or its Applicable Lending Office) rate of return of WFBC under this Agreement or under other Credit Document with respect thereto, any related transaction document or (z) to require any payment calculated by an amount deemed reference to the amounts received by the LC Issuer to be materialit hereunder, then, within 15 days after upon demand by the LC IssuerWFBC, the Guarantor Customer shall pay to the LC Issuer WFBC (with respect to amounts owed to it) such additional amount or amounts as will compensate the LC Issuer WFBC for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including without limitation the NAIC) charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive made or issued after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of If any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Change In Law (or its Applicable Lending Officei) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer ; (or its Applicable Lending Officeii) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (any Lender or its Applicable Lending Office) Agent to any taxes not governed by Section 7.02 (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition, cost or expense affecting its Euro-Dollar Loans, its Note or its obligation to make Euro-Dollar Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan (or, in the case of an adoption or change with respect to taxes, any Loan) or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor each Borrower shall pay to the LC Issuer such Lender its Appropriate Share of such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Section 8.03(a).

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in of the case making of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credita Loan, the adoption of any applicable law, rule generally Applicable Law enacted or regulationin effect after the date of this Agreement, or any change in with respect to this Agreement or any applicable law, rule or regulationPromissory Note, or any change in the interpretation or administration thereof made or in effect after the date of this Agreement or its Promissory Notes by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable Lending Officeaffiliates) with any generally applicable request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, including, without limitation, as a result of Basel III, “Capital Requirements Directive IV” (“CRD IV”) and/or “Capital Requirements Regulation” (“CRR”) (any such adoption or change, a “Regulatory Change”) shall (i) impose, modify or deem applicable any reserve tax, charge, or contribution, with respect to any Loan or its obligation to make a Loan hereunder (includingexcept for the introduction of, without limitationor changes in the rate of, any such requirement tax on the overall net income of the Lender or its lending office, as the case may be, or franchise taxes, imposed by the Board jurisdiction (or any political subdivision or taxing authority thereof) under the laws of Governors of which the Federal Reserve SystemLender is organized or in which its principal executive office or lending office is located), or (ii) impose any, reserve, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer Lender (or its Applicable Lending Office), lending office) or shall impose on the LC Issuer Lender (or its Applicable Lending Officelending office) any other condition affecting a Loan or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, make a Loan and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) Lender of issuing making or maintaining any Letter of Credita Loan, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) Lender under this Agreement or under other Credit Document with respect theretoAgreement, by an amount deemed by the LC Issuer Lender to be material, then, within 15 days fifteen (15) Business Days after demand by the LC IssuerLender, the Guarantor Borrower shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditEurodollar Rate Loans, commitments, or other obligationsits Notes evidencing Eurodollar Rate Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to If any Affected Person shall be charged any fee, expense or increased cost on account of the taxes which are governed solely by Section 7.02, if on or adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein after the date hereof, or any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose(a “Regulatory Change”): (i) that subjects any Affected Person to any charge or withholding on or with respect to any Support Facility or an Affected Person’s obligations under a Support Facility, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to any Affected Person of any amounts payable under any Support Facility (except for changes in the rate of tax on the overall net income of an Affected Person or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationcapital maintenance requirement, any such requirement imposed by the Board of Governors of the Federal Reserve System)assessment, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Person, or credit extended byby an Affected Person pursuant to a Support Facility, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, including any outstanding Letters of Credit or reimbursement claims reserve requirement which is imposed in respect of LC DisbursementsEurocurrency liabilities as defined in Regulation D of the Board of Governors of the Federal Reserve System or (iii) that imposes any other condition the result of which is to increase the cost to an Affected Person of performing its obligations under a Support Facility, or shall subject to reduce the LC Issuer (or rate of return on an Affected Person’s capital as a consequence of its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitmentsobligations under a Support Facility, or other obligations, to reduce the amount of any sum received or its deposits, reserves, other liabilities receivable by an Affected Person under a Support Facility or capital attributable theretoto require any payment calculated by reference to the amount of interests or loans held or interest received by it, and the result of any of the foregoing is to increase the actual cost or expense to the LC Issuer (or its Applicable Lending Office) such Affected Person, of issuing making, continuing or maintaining any Letter of Credit, Investor Interests or to reduce the any amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with hereunder in respect thereto, by an amount deemed by the LC Issuer to be materialthereof, then, within 15 days after in any such case, Seller shall promptly pay upon demand by the LC Issuerapplicable Managing Agent, for the Guarantor shall pay benefit of the relevant Affected Person, such amounts charged to the LC Issuer such additional amount Affected Person or such amounts as will to otherwise compensate the LC Issuer such Affected Person for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made after the Closing Date of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemSystem (but excluding with respect to any Euro-Currency Loan any such requirement reflected in an applicable Euro-Currency Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the interbank market any taxes not governed by Section 7.02 on its letters other condition materially more burdensome in nature, extent or consequence than those in existence as of credit, commitments, or other obligations, the date hereof affecting such Bank’s Euro-Currency Loans or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Euro-Currency Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditEuro-Currency Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect theretoto such Euro-Currency Loans, by an amount deemed reasonable determined by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the Euro-Currency Loans made by such Bank hereunder) as will compensate the LC Issuer such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable lawApplicable Law, rule or regulation, or any change in any applicable lawApplicable Law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditEurodollar Rate Loans, commitments, or other obligationsits Notes evidencing Eurodollar Rate Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Eurodollar Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to issue, renew make Committed Loans or extend issue or participate in any Letter of CreditCredit or (y) the date of any related Competitive Bid Quote, in the case of any Competitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant interest period under Section 2.20), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note (if any) or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder with respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note (if any) with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay pay, or shall cause another Borrower to the LC Issuer pay, to such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Affected Entity shall be charged any fee, expense or increased cost on account of any Letter Regulatory Change (i) that subjects such Affected Entity to any Taxes on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, or on or with respect to the Receivables, or changes the basis of Credit or any obligation taxation of payments to issue, renew or extend any Letter of Credit, the adoption such Affected Entity of any applicable lawamounts payable under any Funding Agreement (except Excluded Taxes or Indemnified Taxes) or (ii) that imposes, rule modifies or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) by such Affected Entity pursuant to any taxes not governed by Section 7.02 on its letters of credit, commitments, Funding Agreement or (iii) that imposes any other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to such Affected Entity of performing its obligations under any Funding Agreement, or expense to reduce the LC Issuer (or rate of return on such Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining obligations under any Letter of CreditFunding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) such Affected Entity under this any Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Co-Agent, the Guarantor on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Co-Agent, as applicable, for the LC Issuer benefit of such additional amount Affected Entity, such amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, “Xxxx Xxxxx Act”) (whether or not having the force of law) as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III (collectively, “Basel Accords”) (whether or not having the force of law), shall be deemed to be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the date hereof.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, obligations and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable LIBOR Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of (but excluding with respect to any such requirement reflected in the Federal Reserve Systemthen effective LIBOR Rate)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable LIBOR Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer impose on Lender (or its Applicable LIBOR Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition affecting any loan bearing interest at the LIBOR Rate, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer Lender (or its Applicable LIBOR Lending Office) of issuing or maintaining any Letter of Creditthe Loan at the LIBOR Rate, or to reduce the amount of any sum received or receivable by the LC Issuer Lender (or its Applicable LIBOR Lending Office) under this Agreement or under other Credit Document Note with respect thereto, by an amount deemed by the LC Issuer Lender to be material, then, within 15 fifteen (15) days after demand by the LC IssuerLender, the Guarantor Borrower shall pay to the LC Issuer Lender such additional amount or amounts as will compensate the LC Issuer Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of If any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) or any Issuing Bank with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency agency, made or adopted after the date hereof (other than a change currently provided for in any existing law, rule or regulation) shall impose, modify or deem applicable any reserve reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special depositbut excluding, compulsory loanwith respect to any Euro-Dollar Loan, insurance assessment or similar any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) or any Issuing Bank or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans (other than Money Market Absolute Rate Loans), its Note (in respect of such Fixed Rate Loans), its obligation to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, make such Fixed Rate Loans or its depositsparticipating in, reserves, other liabilities issuing or capital attributable thereto, maintaining any Letter of Credit; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such Issuing Bank of making or maintaining any Fixed Rate Loan, participating in, issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount reasonably deemed by the LC Issuer such Lender or such Issuing Bank to be material, then, within 15 days after demand by such Lender or such Issuing Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Lender or such Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Lender or such Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to issuemake Committed Loans or issue or participate in any Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of credit, commitments, Fixed Rate Loans or other obligationsLetters of Credit, its Notes or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC Issuer such Bank or Issuing Bank to be material, then, within 15 days after demand by such Bank or Issuing Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor each Borrower shall pay to the LC Issuer such Bank or Issuing Bank its Appropriate Share of such additional amount or amounts as will compensate the LC Issuer such Bank or Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (i) the date hereof, in the case of any Letter of Credit Ratable Loan or any obligation to issuemake Ratable Loans or (ii) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) or any LC Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Eurocurrency Loan, any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.17), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuer or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 LC Issuer or on the United States market for certificates of deposit or the London interbank market any other condition affecting its letters of creditEurocurrency Loans, commitmentsits Note, or other obligations, the Facility LCs or its deposits, reserves, other liabilities obligation to make Eurocurrency Loans or capital attributable thereto, to issue or participate in Facility LCs and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuer of issuing making or maintaining any Letter of CreditEurocurrency Loan or issuing or participating in Facility LCs, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuer under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Lender or such LC Issuer to be material, then, within 15 days after demand by such Lender or such LC Issuer (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the such Lender or such LC Issuer such additional amount or amounts as will compensate the such Lender or such LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Disbursements or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, obligations and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Affected Entity shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change therein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency (a “Regulatory Change”): (i) which subjects any Affected Entity to any charge or withholding on or with respect to this Agreement or an Affected Entity’s obligations under this Agreement, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to any Affected Entity of any amounts payable under this Agreement (except for changes in the rate of tax on the overall net income of an Affected Entity) or (ii) which imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended by, the LC Issuer by an Affected Entity pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, which imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to an Affected Entity of performing its obligations under this Agreement, or expense to reduce the LC Issuer (or rate of return on an Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under this Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) an Affected Entity under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Purchaser, the Guarantor Seller shall pay to such Purchaser, for the LC Issuer benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or amounts as will compensate the LC Issuer such Affected Entity for such increased cost reduction; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or reductiondirectives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a Regulatory Change subject to this Section 10.2(a) regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) Notes evidencing SOFR Loans, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable lawApplicable Law, rule or regulation, or any change in any applicable lawApplicable Law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), ) or shall impose on the LC Issuer any Lender (or its Applicable Lending Office) any other condition affecting its Term SOFR Loans, its Notes evidencing Term SOFR Loans, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake Term SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (y) Connection Income Taxes), by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of CreditClosing Date, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office) or shall impose on any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) Notes evidencing SOFR Loans, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 on LC Issuing Bank or the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Bank or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Lender or LC Issuing Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the such Lender or LC Issuer Issuing Bank such additional amount or amounts as will compensate the such Lender or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. If any Affected Entity shall be charged any fee, expense or increased cost on account of a Regulatory Change: (ai) Except that subjects any Affected Entity to any Tax, duty or other charge or withholding on or with respect to any Funding Agreement or an Affected Entity’s obligations under a Funding Agreement, or on or with respect to the taxes which are governed solely by Section 7.02Receivables, if on or after changes the date hereof, basis of taxation of payments to any Affected Entity of any amounts payable under any Funding Agreement (except for (a) changes in the case rate of any Letter Tax on the overall revenues or net income of Credit an Affected Entity and (b) Excluded Taxes) or any obligation to issue(ii) that imposes, renew modifies or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended by, the LC Issuer by an Affected Entity pursuant to a Funding Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to an Affected Entity of performing its obligations under a Funding Agreement, or expense to reduce the LC Issuer (or rate of return on an Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) an Affected Entity under this a Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Co-Agent, the Guarantor Borrower shall pay to such Co-Agent, for the LC Issuer benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction. Each Affected Entity will promptly notify the applicable Co-Agent, and such Co-Agent will promptly thereafter notify Borrower, of any event of which it has knowledge, occurring after the date such Affected Entity first became entitled to the benefits of this Section, which will entitle such Affected Entity to compensation pursuant to this Section and will, if possible, 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 judgment of such Affected Entity, be otherwise materially disadvantageous to such Affected Entity. A certificate of any Affected Entity claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder and showing in reasonable detail the calculation thereof shall be conclusive in the absence of manifest error. In determining such amount, such Affected Entity may use any reasonable averaging and attribution methods previously disclosed in writing to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in any Funding Source or the case LC Bank shall be charged any fee, expense or increased cost (other than taxes) on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall imposeor on account of the adoption of any change in (or change in the interpretation of) any generally accepted accounting principles or regulatory account principles applicable to such Funding Source or the LC Bank (a “Regulatory Change”): (a) that subjects (or has the effect of subjecting) any Funding Source or the LC Bank to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement or any Letter of Credit, modify as applicable, or deem on or with respect to the Receivables, or (b) that imposes, modifies or deems applicable (or has the effect of imposing, modifying or deeming applicable) any reserve (includingassessment, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Funding Source or the LC Bank, or credit extended by, by a Funding Source or the LC Issuer (Bank pursuant to a Funding Agreement or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters a Letter of Credit, any outstanding Letters of Credit as applicable or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (c) that imposes (or its Applicable Lending Officehas the effect of imposing) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Funding Source or expense to the LC Issuer (Bank of performing its obligations under a Funding Agreement or its Applicable Lending Office) of issuing or maintaining any a Letter of Credit, as applicable, or to reduce the rate of return on a Funding Source’s or the LC Bank’s capital as a consequence of its obligations under a Funding Agreement or a Letter of Credit, as applicable, or to reduce the amount of any sum received or receivable by the a Funding Source or LC Issuer (or its Applicable Lending Office) Bank under this a Funding Agreement or under other Credit Document with respect theretoa Letter of Credit, as applicable or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after promptly upon demand by the LC IssuerAdministrator, the Guarantor Seller shall pay to the Administrator, for the benefit of the relevant Funding Source or LC Issuer Bank, as applicable, such additional amount amounts charged to such Funding Source or amounts as will compensate the LC Issuer Bank or such amounts to otherwise compensate such Funding Source or the LC Bank for such increase costs or such reduction; provided, however, that no Funding Source or LC Bank shall be entitled to any compensation for any increased costs under this Section 10.2 unless the Administrator, such Funding Source or the LC Bank delivers a reasonably detailed certificate to the Seller setting forth the amounts and the basis for such increased cost costs. For avoidance of doubt, any interpretation or reductionimplementation of Accounting Research Bulleting No. 51 by the Financial Accounting Standards Board (including Interpretation No. 46: Consolidation of Variable Interest Entities) promulgated after the date hereof shall constitute an adoption, change, request or directive, and any implementations thereof shall be a “Regulatory Change.”

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case LC Issuer or the Lender shall be charged any fee, expense or increased cost (other than taxes) on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors on account of the Federal Reserve System)adoption of any change in (or change in the interpretation of) any generally accepted accounting principles or regulatory accounting principles applicable to the Lender or the LC Issuer (a “Regulatory Change”): (a) that subjects (or has the effect of subjecting) the Lender or LC Issuer to any charge or withholding on or with respect to this Agreement or the Lender’s or LC Issuer’s obligations under this Agreement, or on or with respect to the Purchased Receivables, or (b) that imposes, modifies or deems applicable (or has the effect of imposing, modifying or deeming applicable) any reserve, assessment, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof the Lender or LC Issuer, or credit extended by, by the Lender pursuant to this Agreement or Letter of Credit issued by the LC Issuer pursuant to this Agreement (c) that imposes (or its Applicable Lending Office), shall impose on has the LC Issuer (or its Applicable Lending Officeeffect of imposing) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost or expense to the Lender or LC Issuer (of performing its obligations under this Agreement, or to reduce the rate of return on the Lender’s or LC Issuer’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under this Agreement, or to reduce the amount of any sum received or receivable by the Lender or LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after promptly upon demand by the LC IssuerAgent, the Guarantor Borrower shall pay to the Agent, for the benefit of the LC Issuer and/or the Lender, such additional amount amounts charged to the LC Issuer and/or the Lender or such amounts as will to otherwise compensate the LC Issuer and/or the Lender for such increase costs or such reduction; provided, however, that the LC Issuer and the Lender shall not be entitled to any compensation for any increased costs under this Section 10.2 unless the Agent or the LC Issuer or the Lender delivers a reasonably detailed certificate to the Borrower setting forth the amounts and the basis for such increased cost costs. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or reductiondirectives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued. Neither the Borrower nor any other Borrower Party shall be required to compensate the Lender or the LC Issuer pursuant to the foregoing provisions of this Section 10.2 for any increased costs incurred or reductions suffered more than nine months prior to the date that the LC Issuer or the Lender notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions and of the LC Issuer’s or the Lender’s intention to claim compensation therefor.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency (including the NAIC) charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (including the NAIC) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any Adjusted CD Rate Advance any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Eurodollar Rate Advance any such requirement included in an applicable Eurodollar Reserve Percentage), special deposit, compulsory loan, insurance assessment (excluding, with respect to any Adjusted CD Rate Advance, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Advances, commitments, or other obligations, its Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Advances and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Advance, or of issuing or maintaining any Letter of CreditCredit or its obligations with respect thereto as the Issuing Bank or as a Lender participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender on an after-tax basis for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to issuemake Committed Loans or issue or participate in Letters of Credit or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, compulsory loan, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.028.05, if on or after the date hereof, in the case of any Loan or any obligation to make Loans or in the case of any Letter of Credit or any obligation to issue, participate in, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Bank (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or the London interbank market any other condition affecting its Euro-Dollar Loans, its Notes or its obligation to make Euro-Dollar Loans or its obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer any Bank (or its Applicable Lending Office) to any taxes not governed by Section 7.02 8.05 on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Euro-Dollar Loan or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable lawApplicable Law, rule or regulation, or any change in any applicable lawApplicable Law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), ) or shall impose on the LC Issuer any Lender (or its Applicable Lending Office) any other condition affecting its Term SOFR Loans, its Notes evidencing Term SOFR Loans, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretomake Term SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Indemnified Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or Designated Lender) (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank (or Designated Lender) is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Bank (or its Applicable Lending Office), shall impose on the LC Issuer Designated Lender) (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit Bank (or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Designated Lender) (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost to such Bank (or expense to the LC Issuer Designated Lender) (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or Designated Lender) (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank (or Designated Lender) to be material, then, within 15 days after demand by such Bank (or Designated Lender) (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank (or Designated Lender) such additional amount or amounts as will compensate the LC Issuer such Bank (or Designated Lender) for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to If the taxes which are governed solely by Section 7.02, if on or adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or accounting principle, or any change in any applicable law, rule or regulationtherein after the date hereof, or any change in the interpretation or administration thereof by any governmental authority, central bank Governmental Authority or comparable agency Accounting Authority charged with the interpretation or administration thereof, or compliance by any Conduit Funding Source, the LC Issuer Agent or any Purchaser (or its Applicable Lending Officecollectively, the “Funding Parties”) with any request or directive (whether or not having the force of law) after the date hereof of any such authorityGovernmental Authority or Accounting Authority (a) subjects any Funding Party to any charge or withholding on or in connection with a Funding Agreement or this Agreement (collectively, central bank the “Funding Documents”) or comparable agency shall imposeany Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party), (c) imposes, modifies or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, any of the LC Issuer Funding Parties, (d) has the effect of reducing the rate of return on such Funding Party’s capital to a level below that which such Funding Party could have achieved but for such adoption, change or its Applicable Lending Office), shall impose on the LC Issuer compliance (or its Applicable Lending Officetaking into consideration such Funding Party’s policies concerning capital adequacy) or its obligation to issue Letters of Credit, (e) imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its commitment under any Funding Document or expense to the LC Issuer of purchasing, maintaining or funding any interest acquired under any Funding Document, (or its Applicable Lending Officey) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by reference to the LC Issuer (amount of interests held or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, amounts received by an amount deemed by the LC Issuer to be materialit hereunder, then, within 15 days after upon demand by the LC IssuerAgent, the Guarantor Seller shall pay to the LC Issuer Agent for the account of the Person such additional amount or amounts as will compensate the LC Issuer Agent or such Purchaser (or, in the case of the Conduit, will enable the Conduit to compensate any Conduit Funding Source) for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofof this Agreement, in the case of any Committed Loan or Letter of Credit or any obligation to issue, renew make Committed Loans or extend issue or participate in any Letter of CreditCredit or (y) the date of any related Bid Rate Quote, in the case of any Bid Rate Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) issued on or after such date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar but excluding with respect to any Euro-Dollar Loan any such requirement for which such Bank is entitled to compensation for the relevant Interest Period under Section 2.17) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition (other than in respect of Taxes or Other Taxes) affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after receipt by the Company of written demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to such Bank an amount which on an after-tax basis is necessary to maintain the LC Issuer same rate of return on capital that existed immediately prior thereto which such additional amount Bank reasonably determines is attributable to this Agreement, its Loans and Letter of Credit Liabilities or amounts its obligations to make Loans or to issue or participate in Letters of Credit hereunder (after taking into account such Bank's policies as will compensate the LC Issuer for such increased cost or reductionto capital adequacy).

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereofof this Agreement, in the case of any Loan or Unreimbursed Amount or any obligation to make Loans or issue or participate in any Letter of Credit or fund any obligation to issueUnreimbursed Drawing, renew or extend any Letter of Credit, Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under SECTION 2.15), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer such Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters Loans, its participation in any Letter of creditCredit, commitmentsits share of any Unreimbursed Drawing, or other obligations, its Promissory Note or its depositsobligation to make Loans, reserves, other liabilities issue Letters of Credit or capital attributable thereto, fund Unreimbursed Drawings and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to fund Unreimbursed Drawings or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Promissory Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Purchaser shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board, any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency: (i) that subjects any Purchaser to any charge or withholding on or with respect to this Agreement or a Purchaser’s obligations hereunder, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to any Purchaser of any amounts payable hereunder (except for changes in the rate of tax on the overall net income of a Purchaser or taxes excluded by Section 8.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Purchaser, or credit extended by, the LC Issuer by a Purchaser pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Purchaser of performing its obligations hereunder, or expense to reduce the LC Issuer (or rate of return on a Purchaser’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations hereunder, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) a Purchaser under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Purchaser, the Guarantor Seller shall pay to the LC Issuer such additional amount Purchaser, such amounts charged to such Purchaser or such amounts as will to otherwise compensate the LC Issuer such Purchaser for such increased cost or such reduction. Notwithstanding the foregoing, no Purchaser that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Purchaser is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or any Letter of Credit or any obligation to issuemake Committed Loans or to issue or participate in Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Lender is entitled to compensation for the relevant Interest Period under Section 2.17), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters Fixed Rate Loans, its Notes, its participation in the Letters of credit, commitments, or other obligations, Credit or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, to issue or participate in Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Fixed Rate Loan or of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 30 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Funding Source shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose(a “Regulatory Change”): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or Excluded Taxes) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment increase in capital or similar requirement against assets of, deposits with or for the account ofof a Funding Source, or credit extended by, the LC Issuer by a Funding Source pursuant to a Funding Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or expense to reduce the LC Issuer (or rate of return on a Funding Source’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) a Funding Source under this a Funding Agreement or under other Credit Document with respect theretoto require any payment calculated by reference to the amount of interests or loans held or interest received by it (each such Funding Source that suffers any event described in any of the preceding clauses (i)-(iii), by an amount deemed by the LC Issuer to be material“Affected Entity”), then, within 15 days after upon written demand by the LC Issuerapplicable Co-Agent upon the Borrower (with a copy to the Administrative Agent and Servicer), the Guarantor Borrower shall pay to the LC Issuer Administrative Agent, for the benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction; provided, however, that in the case of a Regulatory Change resulting in an increase in the regulatory capital required to be maintained by any Affected Entity, the Borrower shall not be liable to compensate such Affected Entity for such increase for any period prior to the 61st day following written notification thereof from the applicable Co-Agent to the Borrower (with a copy to the Administrative Agent and the Servicer).

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) or the Issuer with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or the LC Issuer (or its Applicable Lending Office), shall impose on any Lender or the LC Issuer (or on the London interbank market any other condition affecting its Euro-Dollar Loans, its Note or Notes, the Letters of Credit or its Applicable Lending Office) participation therein or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, make Euro-Dollar Loans and the result of any of the foregoing is to increase the cost to such Lender or expense to the LC Issuer (or its Applicable Lending Office) of issuing making or maintaining any Euro-Dollar Loan or issuing any Letter of CreditCredit or participating therein, or to reduce the amount of any sum received or receivable by such Lender or the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note or Notes with respect thereto, by an amount deemed by such Lender or the LC Issuer to be material, thenthen such Lender shall give the Borrower prompt written notice thereof and, within 15 30 days after demand by such Lender or the LC IssuerIssuer accompanied by a reasonably detailed calculation of such increased cost or reduction (with a copy to the Administrative Agent), the Guarantor Borrower shall pay to such Lender or the LC Issuer such additional amount or amounts as will compensate such Lender or the LC Issuer for such increased cost or reduction; provided that if such Lender is not ultimately subject to the increased cost or reduction it had anticipated, such amounts shall be credited to the Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, an Indemnified Party shall be charged any fee, expense or increased cost pursuant to any funding agreement or in the case of any Letter of Credit connection herewith or any obligation to issueagreement between SunAmerica and Facility Agent pertaining hereto, renew or extend any Letter in each case on account of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, state insurance regulatory body or the NAIC or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (financial institution party to such funding agreement or its Applicable Lending Office) any agreement between SunAmerica and Facility Agent pertaining hereto or in connection herewith with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose(a "Regulatory Change"): (i) which subjects such financial institution to any charge or withholding on or with respect to such funding agreement or any agreement between SunAmerica and Facility Agent pertaining hereto or in connection herewith or such financial institution's obligations thereunder, modify or deem changes the basis of taxation of payments to such financial institution of any amounts payable under such funding agreement or any agreement between SunAmerica and Facility Agent pertaining hereto or in connection herewith (except for changes in the rate of tax on the overall net income of such financial institution) or (ii) which imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof such financial institution, or credit extended by, the LC Issuer by such financial institution or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, which imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to such financial institution of purchasing or expense to the LC Issuer (funding under such funding agreement or its Applicable Lending Office) of issuing any agreement between SunAmerica and Facility Agent pertaining hereto or maintaining any Letter of Creditin connection herewith, or to reduce the amount of any sum received or receivable by the LC Issuer (such financial institution under such funding agreement or its Applicable Lending Office) under this Agreement any agreement between SunAmerica and Facility Agent pertaining hereto or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be materialin connection herewith, then, within 15 days after upon demand by the LC Issuer, the Guarantor such an Indemnified Party Customer shall pay to the LC Issuer such additional amount or parties such amounts as will compensate the LC Issuer for such increased cost or reductioncharged to them.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofof this Amended Agreement, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, any Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer such Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Promissory Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Promissory Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule rule, or regulation, or any change in any applicable law, rule rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency shall impose, modify or deem applicable any reserve agency: (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officei) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer such Lender (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credittax, commitmentsduty, or other obligationscharge with respect to any Eurodollar Rate Loans, its Note, or its depositsobligation to make Eurodollar Rate Loans, reservesor change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or capital attributable theretocommitments of, such Lender (or its Applicable Lending Office), including the Revolving Credit Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making, Converting into, Continuing, or maintaining any Letter of Credit, Loans or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect theretoto any Eurodollar Rate Loans, by an amount deemed by then the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the LC Issuer Borrower under this SECTION 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of SECTION 6.4 shall be applicable); PROVIDED that such suspension shall not affect the right of such Lender to receive the compensation so requested. S-53 <PAGE> 61 (b) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration its policies with respect to capital adequacy), then from time to time upon demand the Borrower shall pay to such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost reduction. (c) Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this SECTION 6.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reductionreduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this SECTION 6.1 shall furnish to the Borrower and the Agent a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. 6.2.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, If a Change in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency Law shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Lender or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 Issuing Lender or on the London interbank market any other condition affecting its letters Fixed Rate Loans, the Letters of creditCredit, commitments, or other obligations, its Note or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such Issuing Lender of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter Letters of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such Issuing Lender under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender or Issuing Lender to be material, then, so long as such Lender or Issuing Lender generally requires similar obligors under other credit facilities of this type made available by such Lender or such Issuing Lender to similarly so compensate such Lender or such Issuing Lender, within 15 days after demand by such Lender or Issuing Lender (with a copy to the LC IssuerAgent), the Guarantor Company shall pay to the LC Issuer such Lender or Issuing Lender such additional amount or amounts as will compensate the LC Issuer such Lender or Issuing Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, any Affected Entity shall be charged any fee, expense or increased cost on account of any Regulatory Change (i) that subjects such Affected Entity to any charge or withholding on or with respect to any Funding Agreement or such Affected Entity’s obligations under any Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to such Affected Entity of any amounts payable under any Funding Agreement (except for changes in the case rate of any Letter tax on the overall net income of Credit such Affected Entity or any obligation to issueExcluded Taxes) or (ii) that imposes, renew modifies or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof such Affected Entity, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) by such Affected Entity pursuant to any taxes not governed by Section 7.02 on its letters of credit, commitments, Funding Agreement or (iii) that imposes any other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to such Affected Entity of performing its obligations under any Funding Agreement, or expense to reduce the LC Issuer (or rate of return on such Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining obligations under any Letter of CreditFunding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) such Affected Entity under this any Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Co-Agent, the Guarantor on behalf of such Affected Entity, and receipt by Borrower of a certificate as to such amounts (to be conclusive absent manifest error), Borrower shall pay to such Co-Agent, as applicable, for the LC Issuer benefit of such additional amount Affected Entity, such amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 and all requests, rules, guidelines or directives thereunder or issued in connection therewith (collectively, “Xxxx Xxxxx Act”) (whether or not having the force of law) as well as (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel II or Basel III (collectively, “Basel Accords”) (whether or not having the force of law), shall be deemed to be a “Regulatory Change” if enacted, adopted, issued, complied with, applied or implemented after the date hereof.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Loan or any obligation to make Loans or in the case of any Letter of Credit or any obligation to issue, participate in, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) any other condition affecting its Loans, its Notes or its obligation to make Loans or its obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Disbursements (or its Applicable Lending Officeother than Excluded Taxes and Taxes indemnified under Section 8.05) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Loan or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption or taking effect of any applicable law, rule rule, treaty or regulation, or any change in any applicable law, rule rule, directive, decision, treaty or regulation, or any change in the interpretation interpretation, re-interpretation, application or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (“Change in Law”), or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request request, decision or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loanliquidity, insurance assessment charge or assessment, or similar requirement (including any compulsory loan requirement) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) or on the applicable offshore interbank market any other condition, cost or expenses (other than Taxes) affecting its Loans, its Notes, or its obligation to make Loans or subject any Recipient to any taxes not governed by Section 7.02 Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its letters of creditloans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto or to reduce the amount of any sum received or receivable by such Bank hereunder (whether of principal, interest or otherwise), by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), which demand shall be accompanied by a certificate showing, in reasonable detail, the Guarantor calculation of such amount or amounts, the Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction. For purposes hereof, all requests, rules, guidelines or directives in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act shall be deemed to be a change after the date hereof, regardless of the date enacted, implemented, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities or foreign regulatory authorities, in each case pursuant to Basel III shall be deemed to be such a change regardless of the date adopted, issued, promulgated or implemented (each a “Regulatory Change”), provided, however, that if the applicable Bank shall have implemented changes prior to the Closing Date in response to any such requests, rules, guidelines or directives, then the same shall not be deemed to be a change after the date hereof with respect to such Bank.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the relevant jurisdiction) of any such authority, central bank or comparable agency agency: i shall impose, modify or deem applicable subject any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer Bank (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 tax, duty or other charge with respect to its LIBOR Loans, its Notes, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its letters LIBOR Loans or any other amounts due under this Agreement in respect of credit, commitments, or other obligationsits LIBOR Loans, or its deposits, reserves, other liabilities obligation to make LIBOR Loans (except for changes in the rate of tax on the overall net income or capital attributable thereto, profits of such Bank or its Lending Office imposed by the jurisdiction in which such Bank or its lending office is incorporated in which such Bank's principal executive office or Lending Office is located); or and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLIBOR Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall be obligated to pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction. In the event any law, rule, regulation or interpretation described above is revoked, declared invalid or inapplicable or is otherwise rescinded, and as a result thereof a Bank is determined to be entitled to a refund from the applicable authority for any amount or amounts which were paid or reimbursed by Borrower to such Bank hereunder, such Bank shall refund such amount or amounts to Borrower without interest. Appendix A), or in any other applicable capital rules heretofore adopted and issued by any governmental authority), or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy (whether or not having the force of law but, if not having the force of law, compliance with which is customary in the applicable jurisdiction) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Bank's capital, or on the capital of any corporation controlling such Bank, as a consequence of its obligations hereunder to a level below that which such Bank could have achieved but for such adoption, change or compliance (taking into consideration such Bank's policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within fifteen (15) days after demand by such Bank (with a copy to the Agent), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Affected Entity shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or comparable any compara-ble agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency (a “Regulatory Change”): (i) that subjects any Affected Entity to any charge or withhold-ing on or with respect to any Funding Agreement or an Affected Entity’s obligations under a Funding Agreement, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to any Affected Entity of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Entity or taxes excluded by Section 10.1(c)) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended by, the LC Issuer by an Affected Entity pursuant to a Funding Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to an Affected Entity of performing its obligations under a Funding Agreement, or expense to reduce the LC Issuer (or rate of return on an Affected Entity’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) an Affected Entity under this a Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after then, subject to Section 10.2(b) below, upon demand by the LC Issuerapplicable Co-Agent (which shall be accompanied by a certificate of the relevant Affected Entity setting forth the information required in Section 10.2(b) below), the Guarantor Seller shall pay to such Co-Agent, for the LC Issuer benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or such amounts as will to otherwise compensate the LC Issuer such Affected Entity for such increased cost or such reduction. For the avoidance of doubt, if the issuance after the date hereof of any other change in accounting standards (including, without limitation, Statement of Financial Accounting Standards 140 and FASB Interpretation No. 46) or the issuance of any other pronouncement, release or interpretation (or revisions to the foregoing), causes or requires the consolidation of all or a portion of the assets and liabilities of a Conduit or Seller with the assets and liabilities of the Administrative Agent, the Co-Agents, any Liquidity Bank or any other Affected Entity, such event shall constitute a circumstance on which such Affected Entity may base a claim for reimbursement under this Section. (b) Payment of any sum pursuant to Section 10.2(a) shall be made by the Seller to the applicable Co-Agent, for the benefit of the relevant Affected Entity, not later than ten (10) days after any such demand is made in writing, and no payment of any such sum shall be due or owing unless written demand therefor is made within ninety (90) days after the occurrence of the Regulatory Change giving rise thereto. A certificate of any Affected Entity, signed by an authorized officer claiming compensation under this Section 10.2 and setting forth the additional amount to be paid for its benefit and explaining the manner in which such amount was determined shall constitute prima facie evidence of the amount to be paid.

Increased Cost and Reduced Return. If any Change in Law: (ai) Except shall subject any Lender (or its Lending Office) or the L/C Issuer to any tax, duty or other charge with respect to the taxes which are governed solely by Section 7.02its SOFR Loans, if on its Notes, its Letter(s) of Credit, or after the date hereofits participation in any thereof, in the case of any Letter of Credit Reimbursement Obligations owed to it or any its obligation to issuemake SOFR Loans, renew or extend any issue a Letter of Credit, the adoption of any applicable law, rule or regulationto participate therein, or shall change the basis of taxation of payments to any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable Lending Office) with any request or directive (whether the L/C Issuer of the principal of or not having the force of lawinterest on its SOFR Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make SOFR Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such authority, central bank Lender or comparable agency its Lending Office or the L/C Issuer imposed by the jurisdiction in which such Lender’s or the L/C Issuer’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement FRB) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or the L/C Issuer or shall impose on any Lender (or its Lending Office) or the L/C Issuer or on the interbank market any other condition affecting its SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursementsmake SOFR Loans, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any issue a Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.participate therein;

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, hereof in the case of any Letter of Credit or any obligation Committed Loans made pursuant to issue, renew or extend any Letter of CreditSection 2.1, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemSystem (but excluding with respect to any LIBOR Loan any such requirement reflected in an applicable LIBOR Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank's LIBOR Loans, its letters of credit, commitments, or other obligationsNote, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make LIBOR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLIBOR Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect theretoto such LIBOR Loans, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the LIBOR Loans made by such Bank hereunder) as will compensate the LC Issuer such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Euro-Dollar Loan or Letter of Credit or any obligation to issuemake Committed Euro-Dollar Loans or issue or participate in Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, compulsory loan, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of Board, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement relevant Interest Period under Section 2.16) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition, cost or expense (other than Taxes) affecting its letters Fixed Rate Loans or the Letters of creditCredit, commitments, or other obligations, its Note evidencing Fixed Rate Loans or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect to Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Fixed Rate Loan or Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the LC IssuerServicing Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction; provided that the Borrower shall not be required to compensate a Bank pursuant to this Section 8.03(a) for any increased costs or reductions incurred more than 180 days prior to the date that such Bank notifies the Borrower and the Servicing Agent of the event described in this Section 8.03(a) that gives rise to such increased cost or reduction and of such Bank’s intention to claim compensation therefor, and provided further that if the event giving rise to such increased cost or reduction is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. If any Change in Law: (ai) Except shall subject any Lender (or its Lending Office) or the L/C Issuer to any tax, duty or other charge with respect to the taxes which are governed solely by Section 7.02its SOFR Loans, if on its Notes, its Letter(s) of Credit, or after the date hereofits participation in any thereof, in the case of any Letter of Credit Reimbursement Obligations owed to it or any its obligation to issuemake SOFR Loans, renew or extend any issue a Letter of Credit, the adoption of any applicable law, rule or regulationto participate therein, or shall change the basis of taxation of payments to any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable Lending Office) with any request or directive (whether the L/C Issuer of the principal of or not having the force of lawinterest on its SOFR Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement or any other Loan Document in respect of its SOFR Loans, Letter(s) of Credit, any participation therein, any Reimbursement Obligations owed to it, or its obligation to make SOFR Loans, or issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income of such authority, central bank Lender or comparable agency its Lending Office or the L/C Issuer imposed by the jurisdiction in which such Lexxxx’s or the L/C Issuer’s principal executive office or Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, including any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement FRB) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or the L/C Issuer or shall impose on any Lender (or its Lending Office) or the L/C Issuer or on the interbank market any other condition affecting its SOFR Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursementsmake SOFR Loans, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any issue a Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.participate therein;

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, Lender shall have determined that the adoption of any applicable law, rule rule, or regulation, or any change in any applicable law, rule rule, or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, or comparable agency shall impose, modify or deem applicable any reserve agency: (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officei) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer such Lender (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credittax, commitmentsduty, or other obligationscharge with respect to any Eurodollar Rate Loans, its Note, or its depositsobligation to make Eurodollar Rate Loans, reservesor change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Eurodollar Rate Loans (other than taxes imposed on the overall net income of such Lender by the jurisdiction in which such Lender has its principal office or such Applicable Lending Office); (ii) shall impose, modify, or deem applicable any reserve, special deposit, assessment, or similar requirement (other than the Eurodollar Reserve Percentage utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or capital attributable theretocommitments of, such Lender (or its Applicable Lending Office), including the Revolving Credit Commitment of such Lender hereunder; or (iii) shall impose on such Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting this Agreement or its Note or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making, Converting into, Continuing, or maintaining any Letter of Credit, Loans or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect theretoto any Eurodollar Rate Loans, by an amount deemed by then the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the LC Issuer Borrower under this Section 5.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or Continue Loans of the Type with respect to which such compensation is requested, or to Convert Loans of any other Type into Loans of such Type, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of Section 5.4 shall be applicable); provided that such suspension shall not affect the right of such Lender to receive the compensation so requested. (b) If, after the date hereof, any Lender shall have determined that the adoption of any applicable law, rule, or regulation regarding capital adequacy or any change therein or in the interpretation or administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or any request or directive regarding capital adequacy (whether or not having the force of law) of any such governmental authority, central bank, or comparable agency, has or would have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder to a level below that which such Lender or such corporation could have achieved but for such adoption, change, request, or directive (taking into consideration the policies of such Lender or such corporation with respect to capital adequacy), then from time to time upon demand the Borrower shall pay to such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost reduction. (c) Each Lender shall promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 5.1 and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduction.reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to it. Any Lender claiming compensation under this Section 5.1 shall furnish to the Borrower and the Agent, within 120 days of notifying the Borrower of any event described in the proceeding sentence, a statement setting forth the additional amount or amounts to be paid to it hereunder which shall be conclusive in the absence of manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. 5.2

Increased Cost and Reduced Return. (ab) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Funding Source shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board ("FASB"), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency (a "Regulatory Change"): any Regulatory Change (i) that subjects any Purchaser or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or athis Agreement or a Purchaser's or Funding Source's obligations under a Funding Agreement or this Agreement, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)fee, tax, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source or a Purchaser, or credit extended by, by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement (except for the LC Issuer (or its Applicable Lending Office), shall impose on reserve requirement reflected in the LC Issuer (or its Applicable Lending OfficeLIBO Rate) or its obligation to issue Letters of Credit, (iii) that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Funding Source or expense a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the LC Issuer (rate of return on a Funding Source's or Purchaser's capital as a consequence of its Applicable Lending Office) of issuing obligations under a Funding Agreement or maintaining any Letter of Creditthis Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (a Funding Source or its Applicable Lending Office) a Purchaser under this a Funding Agreement or under other Credit Document with respect theretothis Agreement, or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 uponwithin sixty (60) days after following demand therefor by the LC IssuerAgent, the Guarantor Seller shall pay to the LC Issuer Agent, for the benefit of the relevant Funding Source or Purchaser, such additional amount amounts charged to such Funding Source or Purchaser or such amounts as will to otherwise compensate the LC Issuer such Funding Source or such Purchaser for such increased cost or such reduction. For the avoidance of doubt, if the issuance of FASB Interpretation No. 46, or any other change in accounting standards or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of Graybar or Seller with the assets and liabilities of the Agent, any Financial Institution or any other Funding Source, such event shall constitute a circumstance on which such Funding Source may base a claim for reimbursement under this Section.; provided, that (x) Seller shall only be liable for amounts in respect of increased costs or reduced returns for the period of up to ninety (90) days prior to the date on which such demand was made, except that if the circumstances giving rise to such claim have a retroactive effect, then such ninety (90) day period shall be extended to include the period of such retroactive effect, (y) such Purchaser or Funding Source shall have applied consistent return metrics to other similarly situated borrowers or obligors (after consideration of facility pricing, structure, usage patterns, capital treatment and relationship) with respect to such increased costs or reduced returns and (z) to the extent that any Funding Agreement described in this Section 10.2(a) covers facilities in addition to this Agreement, the Conduit or Funding Source, as the case may be, shall allocate the liability for any such increased costs or reductions among Seller and other Persons with whom such Conduit or Funding Source, as the case may be, has entered into agreements to purchase interests in or finance receivables and other financial assets ("Other Customers"), and Seller shall not be liable for any such increased costs or reductions that are attributable to any Other Customer. The term "

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.13), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 on LC Issuing Bank or the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Bank or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the such Bank or LC Issuer Issuing Bank such additional amount or amounts as will compensate the such Bank or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Purchaser shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board, any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency: (i) that subjects any Purchaser to any charge or withholding on or with respect to this Agreement or a Purchaser’s obligations hereunder, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to any Purchaser of any amounts payable hereunder (except for Excluded Taxes or taxes excluded by Section 8.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Purchaser, or credit extended by, the LC Issuer by a Purchaser pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Purchaser of performing its obligations hereunder, or expense to reduce the LC Issuer (or rate of return on a Purchaser’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations hereunder, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) a Purchaser under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Purchaser, the Guarantor Seller shall pay to the LC Issuer such additional amount Purchaser, such amounts charged to such Purchaser or such amounts as will to otherwise compensate the LC Issuer such Purchaser for such increased cost or such reduction. Notwithstanding the foregoing, no Purchaser that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as 39 applicable, certifying in either case that such Purchaser is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of If any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Change In Law (or its Applicable Lending Officei) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed regulations issued from time to time by the Board of Governors FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Federal Reserve SystemFRB, as amended and in effect from time to time), special deposit, compulsory loan, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer ; (or its Applicable Lending Officeii) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (any Lender or its Applicable Lending Office) Administrative Agent to any taxes not governed by Section 7.02 (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Lending Office) any other condition, cost or expense affecting its SOFR Loans, its Note or its obligation to make SOFR Loans and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter SOFR Loan (or, in the case of Creditan adoption or change with respect to taxes, any Loan), or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrower of its intention to demand compensation therefor under this Section 8.02(a).

Increased Cost and Reduced Return. (a) Except with respect to If after the taxes which are governed solely by Section 7.02Closing Date, if the Administrative Agent or any Lender shall be charged any fee, expense or increased cost on or account of the adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable lawLaw, rule or regulation (including any applicable Law, rule or regulation regarding capital adequacy and any accounting principles) or any change after the date hereof in any applicable Law, rule or regulation, or any change in any applicable law, rule or regulation, or any change after the date hereof in the interpretation or administration thereof of any applicable Law, rule or regulation by the Financial Accounting Standards Board or any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose(a “Regulatory Change”): (a) that subjects the Administrative Agent or any Lender to any Taxes—other than Indemnified Taxes, modify or deem applicable any reserve Taxes described in clauses (including, without limitation, any such requirement imposed by the Board of Governors b) through (d) of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for definition of Excluded Taxes and Connection Income Taxes—on its interest in the account of, or credit extended by, the LC Issuer (Collateral or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, Commitment or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and (b) that imposes, modifies or deems applicable any reserve, assessment, liquidity requirement, compulsory loan, insurance or other insurance-related charge, special deposit or similar requirement against assets of, deposits with or for the account of the Administrative Agent or a Lender, or credit extended or any commitments to extend credit by the Administrative Agent or any Lender pursuant to this Agreement or any other Transaction Document, or (c) that imposes any other condition the result of any of the foregoing which is to increase the cost or expense to the LC Issuer (Administrative Agent or any Lender of performing its Applicable Lending Office) obligations under the Transaction Documents, or to reduce the rate of issuing return on the Administrative Agent’s or maintaining any Letter Lender’s capital as a consequence of Creditits obligations under the Transaction Documents, or to reduce the amount of any sum received or receivable by the LC Issuer (Administrative Agent or its Applicable Lending Office) any Lender under this Agreement any Transaction Document or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed by the LC Issuer to be materialof interests in Collateral, then, within 15 days after upon demand by the LC IssuerAdministrative Agent or such Lender, the Guarantor Borrower shall pay to the LC Issuer Administrative Agent or such additional amount or Lender such amounts as will charged to such Person to otherwise compensate the LC Issuer such Person for such increased cost or such reduction.; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act adopted on July 21, 2010 and all requests, rules, guidelines or directives thereunder and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued. For the avoidance of doubt, payments under this Section 8.3 in respect of increased Taxes shall be without duplication of any Taxes payable pursuant to Section 8.5. (b)

Increased Cost and Reduced Return. If any Regulatory Change, except for changes in the rate of tax on the overall net income of the SLOT Purchaser or Affected Entity or taxes excluded by Section 10.1, (ai) Except subjects the SLOT Purchaser or any Affected Entity to any charge or withholding on or with respect to this Agreement or the SLOT Purchaser’s or an Affected Entity’s obligations under this Agreement, or on or with respect to the taxes which are governed solely by Section 7.02Receivables, if on or after changes the date hereof, in basis of taxation of payments to the case SLOT Purchaser or any Affected Entity of any Letter of Credit amounts payable under this Agreement or any obligation to issue(ii) imposes, renew modifies or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)fee, tax, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of an Affected Entity or the SLOT Purchaser, or credit extended by, by an Affected Entity or the LC Issuer SLOT Purchaser pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, condition affecting this Agreement and the result of any of the foregoing is to increase the cost to an Affected Entity or expense the SLOT Purchaser of performing its obligations under this Agreement, or to reduce the LC Issuer (rate of return on an Affected Entity’s or the SLOT Purchaser’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under this Agreement, or to reduce the amount of any sum received or receivable by an Affected Entity or the LC Issuer (or its Applicable Lending Office) SLOT Purchaser under this Agreement Agreement, or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be material, it then, within 15 days subject to the Intercreditor Agreement, on the forty-fifth (45th) day after demand by the LC IssuerSLOT Agent for the period of up to ninety (90) days prior to the date on which such demand was made, the Guarantor Seller shall pay to the LC Issuer SLOT Agent, for the benefit of the relevant Affected Entity or the SLOT Purchaser, such additional amount amounts charged to such Affected Entity or the SLOT Purchaser or such amounts as will to otherwise compensate such Affected Entity or the LC Issuer SLOT Agent for such increased cost or such reduction.; provided that in determining such amount, the SLOT Agent will reasonably apportion such costs among Seller and the SLOT Agent’s other customers with similarly-impacted receivables purchase or credit facilities. The term “Regulatory Change” shall mean (i) the adoption after the date hereof of any applicable

Increased Cost and Reduced Return. (a) Except with respect to If the taxes which are governed solely by Section 7.02, if adoption on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or any change on or after the date hereof in any applicable law, rule or regulation, or any change on or after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) or any Issuer with any request or directive on or after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding, with respect to any Euro-Currency Loan, any such requirement included in the applicable Euro-Currency Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuer or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 Issuer or on the London interbank market any other condition affecting its letters of creditEuro-Currency Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Currency Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such Issuer of making or maintaining any Euro-Currency Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such Issuer under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC such Lender or Issuer to be material, then, within 15 30 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent) setting forth in reasonable detail the facts or circumstances giving rise to such demand, the Guarantor Borrower shall pay to the LC such Lender or Issuer such additional amount or amounts as will compensate the LC such Lender or Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any the Letter of Credit or any obligation to issue, renew or extend any the Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters the Letter of Credit, any the outstanding Letters Letter of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, obligations and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any the Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit or Regulatory Change shall occur: (i) that subjects any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Purchaser (or its Applicable Lending Officeholding company) to any charge or withholding on or with respect to this Agreement, the Purchasers’ Fee Letter, any request Liquidity Agreement to which such Purchaser is a party or directive a Purchaser’s obligations hereunder or thereunder, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser under this Agreement, the Purchasers’ Fee Letter, any Liquidity Agreement to which such Purchaser is a party or a Purchaser’s obligations hereunder (whether except for Excluded Taxes or not having the force of lawtaxes excluded by Section 8.1), (ii) of any such authoritythat imposes, central bank modifies or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof any Purchaser, or credit extended by, the LC Issuer by any Purchaser pursuant to this Agreement or any Liquidity Agreement to which it is a party or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to any Purchaser of performing its obligations under this Agreement or expense any Liquidity Agreement to which it is a party, or to reduce the LC Issuer rate of return on any Purchaser’s (or its Applicable Lending Officeholding company’s) capital as a consequence of issuing its obligations under this Agreement or maintaining any Letter of CreditLiquidity Agreement to which it is a party, or to reduce the amount of any sum received or receivable by any Purchaser under this Agreement, the LC Issuer Purchasers’ Fee Letter or any Liquidity Agreement to which it is a party or to require any payment calculated by reference to amount of interests held or interest received by it, then, upon demand by the applicable Purchaser, Seller shall pay to such Purchaser, such amounts charged to such Purchaser (or its Applicable Lending Officeholding company) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such amounts to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer otherwise compensate such additional amount Purchaser (or amounts as will compensate the LC Issuer its holding company) for such increased cost or such reduction. Notwithstanding the foregoing, no Purchaser that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Purchaser is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes. Failure or delay on the part of any Purchaser to demand compensation pursuant to this Section shall not constitute a waiver of such Purchaser’s right to demand such compensation; provided that Seller shall not be required to compensate a Purchaser pursuant to this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Purchaser notifies Seller of the Regulatory Change giving rise to such increased costs or reductions and of such Purchaser’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Committed Loan, Swingline Loan, Letter of Credit Credit, Reimbursement Obligation or any obligation to issue, renew make Committed Loans or extend any Letter to issue Letters of Credit, the adoption of any applicable law, rule or regulation, including without limitation any statute, directive, guideline and decision, or any change in any applicable law, rule or regulationregulation (including statutes, directives, guidelines and decisions), or any change in the interpretation or administration thereof by any governmental authority, central bank bank, comparable agency, instrumentality, regulatory body, or comparable agency other entity exercising executive, legislative, judicial, taking, regulatory or administrative powers or functions of or pertaining to the government, charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such governmental authority, central bank bank, comparable agency, instrumentality, regulatory body, or comparable agency other entity exercising executive, legislative, judicial, taking, regulatory or administrative powers or functions of or pertaining to the government adopted after the date hereof (provided however, that notwithstanding anything herein to the contrary, the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to have been enacted, adopted or issued after the date of this Agreement, regardless of the date enacted, adopted or issued (even if enacted, adopted or issued before the date hereof)) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditEuro-Dollar Loans, commitmentsits Note, or other obligations, its Reimbursement Obligations or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, issue Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Euro-Dollar Loan or issuing any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note, if any, with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 30 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction; provided, however, that the Borrower shall not be obligated to pay any such amounts in respect of taxes, which shall be governed exclusively by Section 8.04.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemBoard), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on other condition affecting its letters of creditSOFR Loans, commitments, or other obligationsits Notes evidencing SOFR Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make SOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Indemnified Taxes, (y) Taxes described in clauses (ii) through (iv) of the definition of “Excluded Taxes” and (z) Connection Income Taxes) by an amount deemed by such Lender (with a copy to the LC Issuer to be material, then, within 15 days after demand by the LC IssuerAdministrative Agent, the Guarantor shall pay to the LC Issuer Collateral Agent and DBRS), such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of CreditOriginal Closing Date, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement with respect to which such Lender is entitled to compensation during the relevant interest period under Section 2.14), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of credit, commitments, or other obligations, Euro-Dollar Loans or its depositsobligations hereunder in respect of Letters of Credit, reserves, other liabilities its Note or capital attributable theretoits obligation to make Euro-Dollar Loans or issue or participate in any Letter of Credit, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Euro-Dollar Loan or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofof this Agreement, in the case of any Committed Loan or Letter of Credit Credit, or any obligation to issuemake Committed Loans or issue or participate in any Letters of Credit or (y) the date of the related Competitive Bid Quote, renew or extend in the case of any Letter of CreditCompetitive Bid Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) or any Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including Letters of Credit and participation therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 Issuing Bank or on the London interbank market any other condition affecting its letters of creditFixed Rate Loans or the Letters or Credit, commitments, or other obligations, its Note or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank of making or maintaining any Fixed Rate Loan or of issuing or maintaining participating in any Letter Letters of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such Issuing Bank under this Agreement or under other its Note or Letters of Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank or such Issuing Bank to be material, then, within 15 days after demand by such Bank or such Issuing Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank or such Issuing Bank such additional amount or amounts as will compensate the LC Issuer such Bank or such Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.13), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 on LC Issuing Bank or the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank of making or maintaining any Euro-Dollar Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Bank or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the such Bank or LC Issuer Issuing Bank such additional amount or amounts as will compensate the such Bank or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofupon which a financial institution becomes a Lender under this Agreement, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special depositbut excluding, compulsory loanwith respect to any Euro-Dollar Loan, insurance assessment or similar any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.7) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of credit, commitments, or other obligations, Fixed Rate Loans or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Fixed Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to After the taxes which are governed solely by Section 7.02date of this Agreement, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, Applicable Law or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency Governmental Authority charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) WFB with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority (a) subjects WFB to any charge or withholding on or in connection with this Agreement or any Related Document or any Purchased Account, central bank any Related Rights with respect thereto or comparable agency shall imposeany Collateral, modify (b) changes the basis of taxation of payments to WFB in respect of any amounts payable under this Agreement or deem any Related Document (except for changes in the rate of tax on the overall net income before tax of WFB), (c) imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended byby WFB, (d) has the LC Issuer effect of reducing the rate of return on WFB’s capital to a level below that which WFB could have achieved but for such adoption, change or compliance (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officetaking into consideration WFB’s policies concerning capital adequacy) or its obligation to issue Letters of Credit, (e) imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to WFB of its purchasing, maintaining or expense to the LC Issuer funding any interest acquired under this Agreement or any Related Document, (or its Applicable Lending Officey) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by by, or to reduce the LC Issuer (or its Applicable Lending Office) rate of return of, WFB under this Agreement or under other Credit Document with respect thereto, any related transaction document or (z) to require any payment calculated by an amount deemed reference to the amounts received by the LC Issuer to be materialit hereunder, then, within 15 days after upon demand by the LC IssuerWFB, the Guarantor Customer shall pay to the LC Issuer WFB (with respect to amounts owed to it) such additional amount or amounts as will compensate the LC Issuer WFB for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Affected Entity shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change therein in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency (a “Regulatory Change”): (i) which subjects any Affected Entity to any charge or withholding on or with respect to this Agreement, central bank any Funding Agreement or comparable agency shall imposean Affected Entity’s obligations under this Agreement or a Funding Agreement, modify or deem on or with respect to the Receivables, or changes the basis of taxation of payments to any Affected Entity of any amounts payable under this Agreement or any Funding Agreement (except for changes in the rate of tax on the overall net income of an Affected Entity) or (ii) which imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof an Affected Entity, or credit extended by, the LC Issuer by an Affected Entity pursuant to this Agreement or a Funding Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, which imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to an Affected Entity of performing its obligations under this Agreement or expense a Funding Agreement, or to reduce the LC Issuer (rate of return on an Affected Entity’s capital as a consequence of its obligations under this Agreement or its Applicable Lending Office) of issuing or maintaining any Letter of Credita Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) an Affected Entity under this Agreement or under other Credit Document with respect thereto, a Funding Agreement or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Purchaser, the Guarantor Seller shall pay to such Purchaser, for the LC Issuer benefit of the relevant Affected Entity, such additional amount amounts charged to such Affected Entity or amounts as will compensate the LC Issuer such Affected Entity for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to If after (x) the taxes which are governed solely by Section 7.02, if on or after the date hereofRestatement Date, in the case of any Committed Advance, any obligation to make or Convert Committed Advances or any Letter of Credit or (y) the date of the related Competitive Bid Quote, in the case of any obligation to issue, renew or extend any Letter of CreditCompetitive Bid Advance, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Fixed Rate Advances, any Note that relates to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, Fixed Rate Advances or its deposits, reserves, other liabilities obligation to make or capital attributable thereto, Convert into Fixed Rate Advances and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making, maintaining or maintaining Converting into any Letter of CreditFixed Rate Advance, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under any Note that relates to Fixed Rate Advances (other Credit Document with respect theretothan an increase in cost or reduction in amount attributable to taxes, which shall solely be governed by Section 8.4), by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor shall NYDOCS02/1166703 82 each Borrower agrees to pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction which arise out of its Advances or any Notes.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit Wachovia or any obligation to issueFunding Source shall be charged any fee, renew expense or extend any Letter increased cost on account of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board (“FASB”), any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityauthority or agency: (i) that subjects Wachovia to any charge or withholding on or with respect to this Agreement or Wachovia’s obligations hereunder or any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source’s obligations under a Funding Agreement, central bank or comparable agency shall imposeon or with respect to the Receivables, modify or deem changes the basis of taxation of payments to Wachovia of any amounts payable hereunder or any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of Wachovia or a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof Wachovia or a Funding Source, or credit extended by, the LC Issuer by Wachovia pursuant to this Agreement or a Funding Source pursuant to Funding Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to Wachovia of performing its obligations hereunder or expense to a Funding Source of performing its obligations under a Funding Agreement, or to reduce the LC Issuer (rate of return on Wachovia’s capital as a consequence of its obligations hereunder or a Funding Source’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) Wachovia under this Agreement or a Funding Source under other Credit Document with respect thereto, a Funding Agreement or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by Wachovia or the LC IssuerScotiabank Group Agent, the Guarantor as applicable, Seller shall pay to Wachovia or the LC Issuer Scotiabank Group Agent, for the benefit of the relevant Funding Source, such additional amount amounts charged to Wachovia or such Funding Source or such amounts as will to otherwise compensate the LC Issuer Wachovia or such Funding Source for such increased cost or such reduction. Notwithstanding the foregoing, no Funding Source that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to the Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Funding Source is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date Closing dDate hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)Board, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditEurodollar Rate Loans, commitments, or other obligationsits Notes evidencing Eurodollar RateSOFR Loans, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Eurodollar RateSOFR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Notes with respect theretothereto (other than any increased costs on account of (x) Taxes imposed on or with respect to a payment hereunder, by an amount deemed by (y) Taxes described in clauses (ii) through (iv) of the LC Issuer to be materialdefinition of “Excluded Taxes” and (z) Connection Income Taxes), then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reductionreduction shall constitute “Increased Costs” payable by the Borrower pursuant to Sections 9.1(a) and 6.4; provided that such amounts shall be no greater than that which such Lender is generally charging other borrowers similarly situated to Borrower.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any Adjusted CD Rate Advance any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Eurodollar Rate Advance any such requirement included in an applicable EuroDollar Reserve Percentage), special deposit, compulsory loan, insurance assessment (excluding, with respect to any Adjusted CD Rate Advance, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Advances, commitments, or other obligations, its Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Advances and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Advance, or of issuing or maintaining any Letter of CreditCredit or its obligations with respect thereto as the Issuing Bank or as a Lender participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender on an after-tax basis for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency: (i) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its Fixed Rate Loans, its Note or its obligation to make Fixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Applicable Lending Office) of the principal of or interest on its Fixed Rate Loans or any other amounts due under this Agreement in respect of its Fixed Rate Loans or its obligation to make Fixed Rate Loans (except for any increase in franchise taxes imposed or changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Applicable Lending Office is located); or (ii) shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (A) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (B) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.14), special deposit, compulsory loan, insurance assessment (excluding, without respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Loans; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of If any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Change In Law (or its Applicable Lending Officei) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan, insurance charge or similar requirement (including, without limitation, any such requirement imposed regulations issued from time to time by the Board of Governors FRB for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D of the Federal Reserve SystemFRB, as amended and in effect from time to time), special deposit, compulsory loan, insurance assessment or similar requirement ) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer ; (or its Applicable Lending Officeii) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (any Lender or its Applicable Lending Office) Agent to any taxes not governed by Section 7.02 (other than (A) Taxes, (B) taxes described in clauses (ii), (iii) or (iv) of the exclusions from the definition of Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) shall impose on any Lender (or its Lending Office) any other condition, cost or expense affecting its SOFR Loans, its Note or its obligation to make SOFR Loans or its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any SOFR Loan (or, in the case of an adoption or change with respect to taxes, any Loan) or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor each Borrower shall pay to the LC Issuer such Lender its Appropriate Share of such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction; provided that no such amount shall be payable with respect to any period commencing more than 90 days prior to the date such Lender first notifies the Borrowers of its intention to demand compensation therefor under this Section 8.02(a).

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Swingline Loan or Letter of Credit or any obligation to issuemake Committed Loans or Swingline Loans or participate in Letters of Credit or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) or the Swingline Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, the Swingline Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) or the Swingline Bank or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note, its Swingline Loans, its Swingline Note, its obligation to any taxes not governed by Section 7.02 on its letters of credit, commitments, make Fixed Rate Loans or other obligations, Swingline Loans or its deposits, reserves, other liabilities or capital attributable thereto, obligation to participate in any Letter of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Fixed Rate Loan, or participating in any Letter of Credit, Credit or increase the cost to the Swingline Bank of making or maintaining any Swingline Loan or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or the Swingline Bank under this Agreement or under other Credit Document its Note or Swingline Note with respect thereto, by an amount deemed by such Bank or the LC Issuer Swingline Bank to be material, then, within 15 days after demand receiving a request by such Bank or the LC IssuerSwingline Bank for compensation under this subsection, accompanied by a certificate complying with subsection (e) of this Section (with a copy to the Administrative Agent), the Guarantor shall Borrower shall, subject to subsection (f) of this Section , pay to the LC Issuer such additional amount Bank or amounts as will compensate the LC Issuer for such increased cost or reduction.the

Increased Cost and Reduced Return. (a) Except If any Regulatory Requirement (i) subjects the LC Bank, any Purchaser or any Funding Source (in such capacity, each, an “Affected Person”) to any Taxes on or with respect to any Funding Agreement or this Agreement or the LC Bank’s, a Purchaser’s or Funding Source’s commitment or other obligations under a Funding Agreement or this Agreement, or on or with respect to the taxes which are governed solely by Section 7.02Receivables, if on or after the date hereofany Purchaser Interest, in the case of any Letter of Credit or any obligation Participation Advances, or changes the basis of taxation of payments to issue, renew any Purchaser or extend any Letter of Credit, the adoption Funding Source of any applicable lawamounts payable under any Funding Agreement or this Agreement (in each case, rule other than the following Taxes or regulation, or any change in any applicable law, rule or regulation, or any change changes in the interpretation or administration thereof by any governmental authorityrate of the following Taxes: (A) Indemnified Taxes, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending OfficeB) with any request or directive Taxes described in clauses (whether or not having the force of lawb) through (d) of any such authoritythe definition of Excluded Taxes and (C) Connection Income Taxes), central bank (ii) imposes, modifies or comparable agency shall impose, modify or deem deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)fee, tax, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of the LC Bank, a Funding Source or a Purchaser, or credit extended by, by the LC Issuer Bank, a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer iii) imposes any other condition (or its Applicable Lending Officeother than Taxes) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing which is to increase the cost or expense to the LC Issuer (Bank, a Funding Source or a Purchaser of maintaining its Applicable Lending Office) commitment or performing its other obligations under a Funding Agreement or this Agreement, or to reduce the rate of issuing return on the LC Bank’s, a Funding Source’s or maintaining any Letter Purchaser’s capital or assets as a consequence of Creditits commitment or other obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (Bank, a Funding Source or its Applicable Lending Office) a Purchaser under this a Funding Agreement or under other Credit Document with respect theretothis Agreement, or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC IssuerAgent, the Guarantor Sellers shall pay to the LC Issuer such additional amount or amounts as will compensate Agent, for the benefit of the LC Issuer Bank, the relevant Funding Source or the Purchaser, as applicable, such amounts charged to such LC Bank, Funding Source or Purchaser or such amounts to otherwise compensate such LC Bank, Funding Source or such Purchaser for such increased cost or such reduction.. The term “

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Windmill Funding Source, the LC Issuer (Agent or its Applicable Lending Office) any Lender with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank or comparable agency (a "Regulatory Change"): (i) shall subject any Windmill Funding Source, the Agent or any Lender to any charge or withholding on or with respect to the applicable Funding Agreement or this Agreement in connection with the Secured Interest or other property conveyed hereunder or funds advanced in connection therewith, or such Person's obligations under the applicable Funding Agreement or this Agreement, as the case may be, or shall change the basis of taxation of payments to any Windmill Funding Source, the Agent or any Lender of any amounts payable under the applicable Funding Agreement or this Agreement, as the case may be (except for changes in the rate of Tax on the overall net income of such Windmill Funding Source, the Agent or any Lender), (ii) shall impose, modify or deem applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof any Windmill Funding Source, the Agent or any Lender, or credit extended by, the LC Issuer by such Person or (or its Applicable Lending Office), iii) shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition, and the result of any of the foregoing is to impose a cost on or increase the cost to any Windmill Funding Source, the Agent or expense to any Lender of its commitment under the LC Issuer (applicable Funding Agreement or its Applicable Lending Office) hereunder, as the case may be, or purchasing, maintaining or funding of issuing any property interests under the applicable Funding Agreement or maintaining any Letter of Creditthe Secured Interest or other property interests hereunder, as the case may be, or to reduce the amount of any sum received or receivable by any Windmill Funding Source, the LC Issuer (Agent or its Applicable Lending Office) any Lender under this Agreement or under other Credit Document with respect theretothe applicable Funding Agreement, as the case may be, or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC IssuerAgent or any Lender, the Guarantor Borrower shall pay to the LC Issuer Agent or such Lender such additional amount or amounts as will compensate the LC Issuer Agent or such Lender for such increased cost or reduction or, in the case of Windmill, will enable Windmill to compensate any Windmill Funding Source for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case any Purchaser shall be charged any fee, expense or increased cost on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy), any accounting principles or any change in any of the foregoing, or any change in the interpretation or administration thereof by the Financial Accounting Standards Board, any governmental authority, any central bank or any comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank authority or comparable agency shall impose, modify agency: (i) that subjects any Purchaser to any charge or deem applicable any reserve withholding on or with respect to this Agreement or a Purchaser’s obligations hereunder (including, without limitation, any such requirement imposed by its obligations to pay the Board of Governors of the Federal Reserve SystemDeferred Purchase Price), special depositor on or with respect to the Receivables, compulsory loanor changes the basis of taxation of payments to any Purchaser of any amounts payable hereunder (except for Excluded Taxes or taxes excluded by Section 8.1) or (ii) that imposes, modifies or deems applicable any reserve, assessment, insurance assessment charge, special deposit or similar requirement against assets of, deposits with or for the account ofof a Purchaser, or credit extended by, the LC Issuer by a Purchaser pursuant to this Agreement or (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officeiii) or its obligation to issue Letters of Credit, that imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Purchaser of performing its obligations hereunder, or expense to reduce the LC Issuer (or rate of return on a Purchaser’s capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations hereunder, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) a Purchaser under this Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after upon demand by the LC Issuerapplicable Purchaser, the Guarantor Seller shall pay to the LC Issuer such additional amount Purchaser, such amounts charged to such Purchaser or such amounts as will to otherwise compensate the LC Issuer such Purchaser for such increased cost or such reduction; provided that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be an adoption, change, request or directive subject to this Section 8.3(a), regardless of the date enacted, adopted or issued. Notwithstanding the foregoing, no Purchaser that is not organized under the laws of the United States of America, or a state thereof, shall be entitled to reimbursement or compensation hereunder unless and until it has delivered to Seller two (2) duly completed and signed originals of United States Internal Revenue Service Form W-8BEN or W-8ECI, as applicable, certifying in either case that such Purchaser is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofof this Agreement, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, any Bank has determined in its reasonable judgment that the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is 55 61 entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer such Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the United States market for certificates of deposit or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Promissory Note or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Fixed Rate Loans and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Promissory Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be materialmaterial to such Bank, then, within 15 days after written demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or Table of Contents administration thereof by any governmental authority, central bank or comparable agency (including without limitation the NAIC) charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive made or issued after the date hereof (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.15), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters of creditFixed Rate Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Fixed Rate Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan, or of issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Letter of Credit or any obligation to issue, renew make Committed Loans or extend issue or participate in any Letter of Credit, Credit or (y) the adoption date of any applicable lawrelated Competitive Bid Quote, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) case of any such authorityCompetitive Bid Loan, central bank or comparable agency any Change in Law shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Currency Loan any such requirement with respect to which such Lender is entitled to compensation during the relevant interest period under Section 2.21), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or shall subject any Lender to any taxes (other than any taxes indemnified under Section 8.04 or excluded in the definition of Taxes) on its obligation to issue Loans, loan principal, Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitmentsCommitments, or other obligations, or its deposits, reserves, other liabilities attributable or capital attributable allocated thereto, or impose on any Lender (or its Applicable Lending Office) or on the London interbank market any other condition affecting its Fixed Rate Loans, its Note (if any) or its obligation to make Fixed Rate Loans or its obligations hereunder with respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of making or maintaining any Fixed Rate Loan or issuing or maintaining participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note (if any) with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay pay, or shall cause another Borrower to the LC Issuer pay, to such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case --------------------------------- any Funding Source shall be charged any fee, expense or increased cost, on such Funding Source's return shall be reduced, on account of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall imposeagency, modify or deem any change in GAAP (a "Regulatory Change"): (i) that subjects any Funding Source to any charge or withholding on or with respect to any Funding Agreement or a Funding Source's obligations under a Funding Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Funding Source of any amounts payable under any Funding Agreement (except for changes in the rate of tax on the overall net income of a Funding Source or taxes excluded by Section 10.1) or (ii) that imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof a Funding Source, or credit extended by, the LC Issuer by a Funding Source pursuant to a Funding Agreement or (iii) that imposes or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, results in any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to a Funding Source of performing its obligations under a Funding Agreement, or expense to reduce the LC Issuer (or rate of return on a Funding Source's capital as a consequence of its Applicable Lending Office) of issuing or maintaining any Letter of Creditobligations under a Funding Agreement, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) a Funding Source under this a Funding Agreement or under other Credit Document with respect thereto, to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, such Funding Source shall notify the Agents and the Seller within 15 180 days after of its determination of any such fee, expense, increased cost or reduced return and, upon written demand by the LC Issuerapplicable Co-Agent setting forth in reasonable detail the basis for and computation of the amount of such claim (which written demand and computation shall, the Guarantor absent manifest error, be conclusive and binding), Seller shall pay to such Co-Agent, for the LC Issuer benefit of the relevant Funding Source, such additional amount amounts charged to such Funding Source or such amounts as will to otherwise compensate the LC Issuer such Funding Source for such increased cost or such reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of CreditClosing Date, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency (each, a “Change in Law”) shall (i) impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of Board, but excluding with respect to any Term Benchmark Loan, any such requirement with respect to which such Bank is entitled to compensation during the Federal Reserve Systemrelevant Interest Period under Section 2.13), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Bank (or its Applicable Lending Office), shall (ii) impose on the LC Issuer any Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Term Benchmark Loans, its Note or its obligation to issue Letters of Credit, make Term Benchmark Loans or (iii) subject any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) Recipient to any taxes not governed by Section 7.02 Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes on its letters of creditloans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, ) and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan on dollars and/or euros to any Borrower, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy of such demand to be delivered to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the any Revolving Credit Lender or LC Issuer (or its Applicable Lending Office) Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (includingtax, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits or with respect to or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation measured by reference to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, credit or other obligations, or its deposits, reserves, other liabilities or capital attributable theretoparticipations therein, and the result of any of the foregoing is to increase the cost to such Revolving Credit Lender or expense to the LC Issuer (or its Applicable Lending Office) Issuing Bank of issuing or maintaining any Letter of CreditCredit or any participation therein, or to reduce the any amount receivable by any Revolving Credit Lender or LC Issuing Bank under this Section 2.07 in respect of any sum received Letter of Credit or receivable by any participation therein (which increase in cost, or reduction in amount receivable, shall be the result of such Revolving Credit Lender's or LC Issuer (Issuing Bank's reasonable allocation of the aggregate of such increases or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be materialreductions resulting from such event), then, within 15 days after demand by such Revolving Credit Lender or LC Issuing Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor shall Borrower agrees to pay to the such Revolving Credit Lender or LC Issuer Issuing Bank, from time to time as specified by such Revolving Credit Lender or LC Issuing Bank, such additional amount or amounts as will shall be sufficient to compensate the such Revolving Credit Lender or LC Issuer Issuing Bank for such increased cost or reduction. A certificate of such Revolving Credit Lender or LC Issuing Bank submitted to the Borrower pursuant to this subsection and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02If, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having 55 the force of law) made at the Closing Date of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve SystemSystem (but excluding with respect to any LIBOR Loan any such requirement reflected in an applicable LIBOR Reserve Percentage)), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or on the London interbank market any taxes not governed by Section 7.02 on other condition materially more burdensome in nature, extent or consequence than those in existence as of the Closing Date affecting such Bank's LIBOR Loan, its letters of credit, commitments, or other obligationsNote, or its deposits, reserves, other liabilities or capital attributable theretoobligation to make LIBOR Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLIBOR Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document its Note with respect theretoto such LIBOR Loan, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 fifteen (15) days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts (based upon a reasonable allocation thereof by such Bank to the LIBOR Loan made by such Bank hereunder) as will compensate the LC Issuer such Bank for such increased cost or reductionreduction to the extent such Bank generally imposes such additional amounts on other borrowers of such Bank in similar circumstances.

Increased Cost and Reduced Return. (a) Except If any Regulatory Change (i) subjects any Purchaser or any Funding Source to any charge or withhold-ing on or with respect to any Funding Agreement or this Agreement or a Purchaser’s or Funding Source's obligations under a Funding Agreement or this Agreement, or on or with respect to the Receivables, or changes the basis of taxation of payments to any Purchaser or any Funding Source of any amounts payable under any Funding Agreement or this Agreement (except for changes in the rate of tax on the overall net income of a Purchaser or Funding Source or taxes which are governed solely excluded by Section 7.0210.1) or (ii) imposes, if modifies or deems applicable any reserve, assessment, fee, tax (except for taxes excluded by Section 10.1), insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of a Funding Source or a Purchaser, or credit extended by a Funding Source or a Purchaser pursuant to a Funding Agreement or this Agreement or (iii) imposes any other condition the result of which is to increase the cost to a Funding Source or a Purchaser of performing its obligations under a Funding Agreement or this Agreement, or to reduce the rate of return on a Funding Source's or Purchaser’s capital as a consequence of its obligations under a Funding Agreement or this Agreement, or to reduce the amount of any sum received or receivable by a Funding Source or a Purchaser under a Funding Agreement or this Agreement, or to require any payment calculated by reference to the amount of interests or loans held or interest received by it, then, the applicable Managing Agent shall notify the Seller of such Regulatory Change and upon demand by such Managing Agent, the Seller shall pay to such Managing Agent (for the benefit of the relevant Funding Source or Purchaser), such amounts charged to such Funding Source or Purchaser or such amounts to otherwise compensate such Funding Source or such Purchaser for such increased cost or such reduction; provided that such Managing Agent shall provide the Seller with at least ten (10) Business Days’ prior notice of any amounts payable under clause (iii) above. The term “Regulatory Change” shall mean (i) the adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulation, regulation regarding capital adequacy) or any change therein after the date hereof, or (ii) any change after the date hereof in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall imposeagency; provided that, modify for purposes of this definition, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or deem applicable any reserve directives thereunder or issued in connection therewith or in the implementation thereof, (includingy) all requests, without limitationrules, any such requirement imposed guidelines, requirements or directives promulgated by the Board Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, and (z) the United States bank regulatory rule titled Risk-Based Capital Guidelines; Capital Adequacy Guidelines; Capital Maintenance: Regulatory Capital; Impact of Governors Modification to Generally Accepted Accounting Principles; Consolidation of Asset-Backed Commercial Paper Programs; and Other Related Issues, adopted on December 15, 2009 and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in the implementation thereof, shall in each case be deemed to be a “Regulatory Change”, regardless of the Federal Reserve System)date enacted, special depositadopted, compulsory loan, insurance assessment issued or similar requirement against assets of, deposits with or for implemented. (f)The table appearing in the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters definition of Credit, any outstanding Letters of Credit or reimbursement claims “Concentration Limit” appearing in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense Exhibit I to the LC Issuer (RPA is hereby amended and restated as follows: Short-Term Debt Ratings Concentration Percentage At least A-1 by S&P and at least P-1 by Xxxxx’x 14.00% At least A-2 by S&P and at least P-2 by Xxxxx’x 7.00% At least A-3 by S&P and at least P-3 by Xxxxx’x 4.67% Any other Short-Term Debt Rating or its Applicable Lending Office) of issuing Unrated by either S&P or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.Xxxxx’x 3.50%

Increased Cost and Reduced Return. (a) Except If any Change in Law: (i) shall subject any Lender (or its Lending Office) or any L/C Issuer to any tax, duty or other charge with respect to the taxes which are governed solely by Section 7.02its Eurocurrency Loans, if on its Notes, its Letter(s) of Credit, or after the date hereofits participation in any thereof, in the case of any Letter of Credit Reimbursement Obligations owed to it or any its obligation to issuemake Eurocurrency Loans, renew or extend any issue a Letter of Credit, the adoption of any applicable law, rule or regulationto participate therein, or shall change the basis of taxation of payments to any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable Lending Office) with or any request L/C Issuer of the principal of or directive (whether or not having the force of lawinterest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such authority, central bank Lender (or comparable agency its Lending Office) or such L/C Issuer imposed by the jurisdiction in which such Lender (or its Lending Office) or such L/C Issuer is incorporated or in which such Lender’s or L/C Issuer’s principal executive office or (Lending Office) is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar but excluding with respect to any Eurocurrency Loans any such requirement included in an applicable Eurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or any L/C Issuer or shall impose on any Lender (or its Lending Office) or any L/C Issuer or on the interbank market any other condition affecting its Eurocurrency Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Eurocurrency Loans, to issue Letters a Letter of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, participate therein; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such L/C Issuer of making or maintaining any Eurocurrency Loan, issuing or maintaining any a Letter of Credit, or participating therein, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) or such L/C Issuer under this Agreement or under other Credit Document its Notes with respect thereto, by an amount deemed by the LC such Lender or such L/C Issuer to be material, then, within 15 fifteen (15) days after demand by such Lender or such L/C Issuer (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall be obligated to pay to the LC such Lender or such L/C Issuer such additional amount or amounts as will compensate the LC such Lender or such L/C Issuer for such increased cost or reduction.; provided, however, that such Lender or such L/C Issuer shall promptly notify the Borrower of an event which might cause it to seek compensation, and the Borrower shall be obligated to pay only such compensation which is incurred or which arises after the date ninety (90) days prior to the date such notice is given; provided further that, if such event giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof, but not more than an additional 180 days and not for any period prior to the -78-

Increased Cost and Reduced Return. (a) Except If any Change in Law: (i) shall subject any Lender (or its Lending Office) or any L/C Issuer to any tax, duty or other charge with respect to the taxes which are governed solely by Section 7.02its Loans, if on its Notes, its Letter(s) of Credit, or after the date hereofits participation in any thereof, in the case of any Letter of Credit Reimbursement Obligations owed to it or any its obligation to issuemake Loans, renew or extend any issue a Letter of Credit, the adoption of any applicable law, rule or regulationto participate therein, or shall change the basis of taxation of payments to any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable Lending Office) with or any request L/C Issuer of the principal of or directive (whether or not having the force of lawinterest on its Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such authority, central bank Lender (or comparable agency its Lending Office) or such L/C Issuer imposed by the jurisdiction in which such Lender (or its Lending Office) or such L/C Issuer is incorporated or in which such Lender’s or L/C Issuer’s principal executive office or (Lending Office) is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar but excluding with respect to any Eurocurrency Loans any such requirement included in an applicable Eurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or any L/C Issuer or shall impose on any Lender (or its Lending Office) or any L/C Issuer or, with respect to any Eurocurrency Loan, on the interbank market any other condition affecting its Loans, its Notes, its Letter(s) of Credit, or its participation in any thereof, any Reimbursement Obligation owed to it, or its obligation to make Loans, to issue Letters a Letter of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, participate therein; and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) or such L/C Issuer of making or maintaining any Loan, issuing or maintaining any a Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.or

Increased Cost and Reduced Return. (a) Except with respect to If the taxes which are governed solely by Section 7.02, if on or adoption after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption hereof of any applicable law, rule of regulation or regulationaccounting principle, or any change in any applicable law, rule or regulationtherein after the date hereof, or any change in the interpretation or administration thereof by any governmental authority, central bank Governmental Authority or comparable agency Accounting Authority charged with the interpretation or administration thereof, or compliance by any Purchaser Funding Source, the LC Issuer Agent or the Purchaser (or its Applicable Lending Officecollectively, the "Funding Parties") with any request or directive (whether or not having the force of law) after the date hereof of any such authorityGovernmental Authority or Accounting Authority (a "Regulatory Change") (a) subjects any Funding Party to any charge or withholding on or in connection with a Funding Agreement or this Agreement (collectively, central bank the "Funding Documents") or comparable agency shall imposeany Receivable, modify (b) changes the basis of taxation of payments to any of the Funding Parties of any amounts payable under any of the Funding Documents (except for changes in the rate of Tax on the overall net income of such Funding Party or deem other tax rates contemplated by the Intended Tax Characterization), (c) imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended by, any of the LC Issuer Funding Parties, (d) has the effect of reducing the rate of return on such Funding Party's capital to a level below that which such Funding Party could have achieved but for such adoption, change or its Applicable Lending Office), shall impose on the LC Issuer compliance (or its Applicable Lending Officetaking into consideration such Funding Party's policies concerning capital adequacy) or its obligation to issue Letters of Credit, (e) imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to, any Funding Party of its commitment under any Funding Document or expense to the LC Issuer of purchasing, maintaining or funding any interest acquired under any Funding Document, (or its Applicable Lending Officey) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by, or to reduce the rate of return of, any Funding Party under any Funding Document or (z) to require any payment calculated by reference to the LC Issuer (amount of interests held or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, amounts received by an amount deemed by the LC Issuer to be materialit hereunder, then, within 15 days after upon demand by the LC IssuerAgent, the Guarantor Seller shall pay to the LC Issuer Agent for the account of the Person such additional amount or amounts as will compensate the LC Issuer Agent or the Purchaser (or will enable the Purchaser to compensate the Purchaser Funding Source) for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect Subject to Section 11.3(b), the Borrower shall, on any Quarterly Payment Date, subject to prior written demand by the Senior Lender of not less than five Business Days to the taxes Facility Agent, the Borrower, the Collateral Manager and the Collateral Administrator, accompanied by a certification in reasonable detail of the amount of such Increased Costs by the Senior Lender, in accordance with the Priority of Payments, pay for the account of the Senior Lender the amount of any Increased Costs which are governed solely applied or reasonably allocated by Section 7.02, if on or after the date hereof, Senior Lender to the transactions contemplated herein (all as determined by the Senior Lender in its reasonable discretion) and incurred by it as a result of (a) the case introduction of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulationnew, or any change in any applicable law, rule (or regulation, or any change in the interpretation interpretation, administration or administration thereof by any governmental authorityapplication of), central bank law or comparable agency charged with the interpretation regulation or administration thereof, or (b) compliance by the LC Issuer (or its Applicable Lending Office) with any request law or directive (whether or not having regulation made after the force date of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending Office) of issuing or maintaining any Letter of Credit, or to reduce this Agreement. In determining the amount of any sum received or receivable Increased Costs, the Senior Lender will act reasonably and in good faith and shall use averaging and attribution methods consistent with such methods as are used by similarly-situated lenders participating in transactions similar to the LC Issuer (or its Applicable Lending Office) transactions contemplated hereby. Notwithstanding anything else herein, the amounts to be charged under this Agreement or under Section 11.3 shall be no greater than that which such Senior Lender is generally charging other Credit Document with respect thereto, by an amount deemed by borrowers similarly situated to the LC Issuer to be material, then, within 15 days after demand by the LC IssuerBorrower. In addition, the Guarantor Borrower shall pay not be required to compensate a Senior Lender pursuant to this Section 11.3 for any increased costs or reductions incurred more than six months prior to the LC Issuer earlier of (x) the date on which the applicable Senior Lender has actual knowledge of the event giving rise to such additional amount increased costs or amounts as will compensate reductions and (y) the LC Issuer for date on which the applicable Senior Lender should, in the exercise of reasonably care, have knowledge of the event giving rise to such increased cost or reduction; provided that if the event giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, hereof in the case of any Letter of Credit Loan or any obligation to issue, renew or extend any Letter of Creditmake Loans, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement with respect to which such Bank is entitled to compensation during the relevant Interest Period under Section 2.16), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Bank (or its Applicable Lending Office) to or the London interbank market any taxes not governed by Section 7.02 on other condition affecting its letters Loans, any of credit, commitments, or other obligations, its Loan Notes or its deposits, reserves, other liabilities or capital attributable thereto, obligation to make Loans and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Letter of CreditLoan, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document any of its Loan Notes with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerFacility Agent), the Guarantor Borrower shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction. Notwithstanding anything in this Agreement to the contrary, for all purposes of this subsection (a), (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to “Basel III”, are each deemed to have been introduced or adopted after the date hereof, regardless of the date enacted, adopted or issued.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, If the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulationtherein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency authority charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) WFBC with any request or directive (whether or not having the force of law) of any such governmental authority, central bank in each case occurring after the date of this Agreement, (a) subjects WFBC to any charge or comparable agency shall imposewithholding on or in connection with this Agreement or any Related Document or any Purchased Account, modify (b) changes the basis of taxation of payments to WFBC in respect of any amounts payable under this Agreement or deem any Related Document (except for changes in the rate of tax on the overall net income before tax of WFBC), (c) imposes, modifies or deems applicable any reserve (includingreserve, without limitationassessment, any such requirement imposed by the Board of Governors of the Federal Reserve System)insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account of, or any credit extended byby WFBC, (d) has the LC Issuer effect of reducing the rate of return on WFBC’s capital to a level below that which WFBC could have achieved but for such adoption, change or compliance (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Officetaking into consideration WFBC’s policies concerning capital adequacy) or its obligation to issue Letters of Credit, (e) imposes any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable theretocondition, and the result of any of the foregoing is (x) to impose a cost on, or increase the cost to WFBC of its purchasing, maintaining or expense to the LC Issuer funding any interest acquired under this Agreement or any Related Document, (or its Applicable Lending Officey) of issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by by, or to reduce the LC Issuer (or its Applicable Lending Office) rate of return of WFBC under this Agreement or under other Credit Document with respect thereto, any related transaction document or (z) to require any payment calculated by an amount deemed reference to the amounts received by the LC Issuer to be materialit hereunder, then, within 15 days after upon demand by the LC IssuerWFBC, the Guarantor Customer shall pay to the LC Issuer WFBC (with respect to amounts owed to it) such additional amount or amounts as will compensate the LC Issuer WFBC for such increased cost or reduction. For avoidance of doubt, any interpretation of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board shall constitute an adoption, change, request or directive subject to this Section 11.08. If WFBC makes any demand under this Section 11.08, the Customer shall have the right to terminate this Agreement within sixty (60) days of the date on which such demand is made without incurring any termination fee and without any other penalty or premium.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereof, in the case of any Committed Loan or Swingline Loan or Letter of Credit or any obligation to issuemake Committed Loans or Swingline Loans or participate in Letters of Credit or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) or the Swingline Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding (i) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage and (ii) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment (excluding, with respect to any CD Loan, any such requirement reflected in an applicable Assessment Rate) or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, the Swingline Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) or the Swingline Bank or on the United States market for certificates of deposit or the London interbank market any other condition affecting its Fixed Rate Loans, its Note, its Swingline Loans, its Swingline Note, its obligation to any taxes not governed by Section 7.02 on its letters of credit, commitments, make Fixed Rate Loans or other obligations, Swingline Loans or its deposits, reserves, other liabilities or capital attributable thereto, obligation to participate in any Letter of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making or maintaining any Fixed Rate Loan, or participating in any Letter of Credit, Credit or increase the cost to the Swingline Bank of making or maintaining any Swingline Loan or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or the Swingline Bank under this Agreement or under other Credit Document its Note or Swingline Note with respect thereto, by an amount deemed by such Bank or the LC Issuer Swingline Bank to be material, then, within 15 days after demand receiving a request by such Bank or the LC IssuerSwingline Bank for compensation under this subsection, accompanied by a certificate complying with subsection (e) of this Section (with a copy to the Administrative Agent), the Guarantor shall relevant Borrower shall, subject to subsection (f) of this Section, pay to such Bank or the LC Issuer Swingline Bank such additional amount or amounts as will compensate such Bank or the LC Issuer Swingline Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Loan or any obligation to make Loans or in the case of any Letter of Credit or any obligation to issue, participate in, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or shall impose on any Bank (or its Applicable Lending Office) or the interbank market any other condition affecting its Term SOFR Loans, its Notes or its obligation to make Term SOFR Loans or its obligation to issue or participate in Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, Disbursements and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) of issuing making, continuing, converting to or maintaining any Term SOFR Loan or of issuing, participating in or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAdministrative Agent), the Guarantor Company shall pay to the LC Issuer such Bank such additional amount or amounts as will compensate the LC Issuer such Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after (x) the date hereofupon which a financial institution becomes a Lender under this Agreement, in the case of any Letter of Credit Committed Loan or any obligation to issuemake Committed Loans or (y) the date of the related Money Market Quote, renew or extend in the case of any Letter of CreditMoney Market Loan, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve reserve, special deposit, compulsory loan, insurance assessment or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special depositbut excluding, compulsory loanwith respect to any Euro-Dollar Loan, insurance assessment or similar any such requirement with respect to which such Lender is entitled to compensation during the relevant Interest Period under Section 2.7) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Lender (or its Applicable Lending Office) or its obligation to issue Letters of Credit, shall impose on any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer Lender (or its Applicable Lending Office) to or the London interbank market any taxes not governed by Section 7.02 on other condition, cost or expense affecting its letters of credit, commitments, or other obligations, Fixed Rate Loans or its deposits, reserves, other liabilities or capital attributable theretoobligation to make Fixed Rate Loans, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Lender (or its Applicable Lending Office) of issuing making, converting into or maintaining continuing any Letter of CreditFixed Rate Loan, or to reduce the amount of any sum received or receivable by the LC Issuer such Lender (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, by an amount deemed by the LC Issuer such Lender to be material, then, within 15 60 days after demand by such Lender (with a copy to the LC IssuerAdministrative Agent), the Guarantor Borrower shall pay to the LC Issuer such Lender such additional amount or amounts as will compensate the LC Issuer such Lender for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if If on or after the date hereof, in the case of any Letter of Credit or any obligation to issue, renew or extend any Letter of Credit, the adoption of any applicable law, rule or regulation, or any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer any Bank (or its Applicable Lending Office) or any LC Issuing Bank with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency agency, shall impose, modify or deem applicable any reserve (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage), special deposit, compulsory loan, insurance assessment or similar requirement against assets of, deposits with or for the account of, or credit (including letters of credit and participations therein) extended by, the LC Issuer (or its Applicable Lending Office), shall impose on the LC Issuer any Bank (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, Issuing Bank or shall subject the LC Issuer impose on any Bank (or its Applicable Lending Office) to or any taxes not governed by Section 7.02 on LC Issuing Bank or the London interbank market any other condition affecting its letters of creditEuro-Dollar Loans, commitments, or other obligations, its Notes or its deposits, reserves, other liabilities obligation to make Euro-Dollar Loans or capital attributable thereto, its obligations hereunder in respect of Letters of Credit and the result of any of the foregoing is to increase the cost or expense to the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank of issuing making or maintaining any Euro-Dollar Loan or issuing or participating in any Letter of 72 Credit, or to reduce the amount of any sum received or receivable by the LC Issuer such Bank (or its Applicable Lending Office) or such LC Issuing Bank under this Agreement or under other Credit Document its Note with respect thereto, by an amount deemed by the such Bank or LC Issuer Issuing Bank to be material, then, within 15 days after demand by such Bank (with a copy to the LC IssuerAgent), the Guarantor Borrower shall pay to the such Bank or LC Issuer Issuing Bank such additional amount or amounts as will compensate the such Bank or LC Issuer Issuing Bank for such increased cost or reduction.

Increased Cost and Reduced Return. (a) Except with respect to the taxes which are governed solely by Section 7.02, if on or If after the date hereof, in the case of LC Issuer, any Letter of Credit Lender or any obligation to issueProgram Support Provider shall be charged any fee, renew expense or extend any Letter increased cost (other than taxes) on account of Credit, the adoption of any applicable law, rule or regulation, or any change in regulation (including any applicable law, rule or regulationregulation regarding capital adequacy) or any change therein, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem on account of the adoption of any change in (or change in the interpretation of) any generally accepted accounting principles or regulatory accounting principles applicable to any reserve (including, without limitationLender, any such requirement imposed by Program Support Provider or the Board LC Issuer (a “Regulatory Change”): (a) that subjects (or has the effect of Governors subjecting) any Lender, any Program Support Provider or the LC Issuer to any charge or withholding on or with respect to this Agreement or a Lender’s or the LC Issuer’s obligations under this Agreement, or any Program Support Provider’s obligations under any Program Support Agreement or any Lender’s obligations on or with respect to the Purchased Receivables, (b) that imposes, modifies or deems applicable (or has the effect of the Federal Reserve System)imposing, modifying or deeming applicable) any reserve, assessment, insurance charge, special deposit, compulsory loan, insurance assessment deposit or similar requirement against assets of, deposits with or for the account ofof any Program Support Provider, any Lender or the LC Issuer, or credit extended by, by any Lender or Program Support Provider pursuant to this Agreement or any Program Support Agreement or Letter of Credit issued by the LC Issuer pursuant to this Agreement, (c) that imposes (or its Applicable Lending Office), shall impose on has the LC Issuer (or its Applicable Lending Officeeffect of 741012885 21673258 ​ imposing) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, or shall subject the LC Issuer (or its Applicable Lending Office) to any taxes not governed by Section 7.02 on its letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and condition the result of any of the foregoing which is to increase the cost to any Lender, any Program Support Provider or expense to the LC Issuer (of performing its obligations under this Agreement or any Program Support Agreement, or to reduce the rate of return on any Lender’s, any Program Support Provider’s or the LC Issuer’s capital as a consequence of its Applicable Lending Office) of issuing obligations under this Agreement or maintaining any Letter of CreditProgram Support Agreement, or to reduce the amount of any sum received or receivable by any Lender, any Program Support Provider or the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect thereto, any Program Support Agreement or to require any payment calculated by an reference to the amount deemed of interests or loans held or interest received by the LC Issuer to be materialit, then, within 15 days after promptly upon demand by the Administrative Agent, the Borrower shall pay to the Administrative Agent, for the benefit of the LC Issuer, any Program Support Provider and/or any Lender, such amounts charged to the LC Issuer, any Program Support Provider and/or any Lender or such amounts to otherwise compensate the LC Issuer, any Program Support Provider and/or any Lender for such increase costs or such reduction; provided, however, that the LC Issuer, the Guarantor Program Support Providers and the Lenders shall pay not be entitled to any compensation for any increased costs under this Section 10.2 unless the Administrative Agent or the LC Issuer or a Program Support Provider or a Lender delivers a reasonably detailed certificate to the Borrower setting forth the amounts and the basis for such additional amount increased costs. Notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or amounts as will directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Regulatory Change”, regardless of the date enacted, adopted or issued. Neither the Borrower nor any other Borrower Party shall be required to compensate any Lender, any Program Support Provider or the LC Issuer pursuant to the foregoing provisions of this Section 10.2 for any increased costs incurred or reductions suffered more than nine months prior to the date that the LC Issuer, such Program Support Provider or such Lender notifies the Borrower of the Regulatory Change giving rise to such increased cost costs or reductionreductions and of the LC Issuer’s, such Program Support Provider’s or such Lender’s intention to claim compensation therefor.

Increased Cost and Reduced Return. (a) Except If any Change in Law: (i) shall subject any Lender (or its Lending Office) or any L/C Issuer to any tax, duty or other charge with respect to the taxes which are governed solely by Section 7.02its Eurocurrency Loans, if on its Notes, its Letter(s) of Credit, or after the date hereofits participation in any thereof, in the case of any Letter of Credit Reimbursement Obligations owed to it or any its obligation to issuemake Eurocurrency Loans, renew or extend any issue a Letter of Credit, the adoption of any applicable law, rule or regulationto participate therein, or shall change the basis of taxation of payments to any change in any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the LC Issuer Lender (or its Applicable Lending Office) with or any request L/C Issuer of the principal of or directive (whether or not having the force of lawinterest on its Eurocurrency Loans, Letter(s) of Credit, or participations therein or any other amounts due under this Agreement in respect of its Eurocurrency Loans, Letter(s) of Credit, or participations therein, any Reimbursement Obligations owed to it, or its obligation to make Eurocurrency Loans, issue a Letter of Credit, or acquire participations therein (except for changes in the rate of tax on the overall net income or profits of such authority, central bank Lender (or comparable agency its Lending Office) or such L/C Issuer imposed by the jurisdiction in which such Lender (or its Lending Office) or such L/C Issuer is incorporated or in which such Lender’s or L/C Issuer’s principal executive office or (Lending Office) is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, compulsory loan, insurance assessment or similar but excluding with respect to any Eurocurrency Loans any such requirement included in an applicable Eurocurrency Reserve Percentage) against assets of, deposits with or for the account of, or credit extended by, the LC Issuer any Lender (or its Applicable Lending Office), shall impose on the LC Issuer (or its Applicable Lending Office) or its obligation to issue Letters of Credit, any outstanding Letters of Credit or reimbursement claims in respect of LC Disbursements, L/C Issuer or shall subject the LC Issuer impose on any Lender (or its Applicable Lending Office) or any L/C Issuer or, with respect to any taxes not governed by Section 7.02 Eurocurrency Loan, on the interbank market any other condition affecting its letters of creditEurocurrency Loans, commitmentsits Notes, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the cost or expense to the LC Issuer (or its Applicable Lending OfficeLetter(s) of issuing or maintaining any Letter of Credit, or to reduce the amount of its participation in any sum received or receivable by the LC Issuer (or its Applicable Lending Office) under this Agreement or under other Credit Document with respect theretothereof, by an amount deemed by the LC Issuer to be material, then, within 15 days after demand by the LC Issuer, the Guarantor shall pay to the LC Issuer such additional amount or amounts as will compensate the LC Issuer for such increased cost or reduction.any Reimbursement Obligation owed