Common use of Increased Cost Clause in Contracts

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to the adoption of, Lender of the principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Lender's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Lender or (ii) shall impose on any the Lender or on the interbank Eurodollar market any other condition affecting its Loan, its Note Eurodollar Rate Advances or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its Note with respect theretothe Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or such reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Lender to compensation pursuant to this Section. A certificate of the date Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on which such the part of the Lender first made to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Lender's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of Lender); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its LoanLender’s LIBOR Loans, its the Note or its Lender’s obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender’s supporting calculations and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change conclusive in the interpretation absence of manifest error. In determining such amount or administration thereof by amounts, Lender may use any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand reasonable averaging and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectattribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) agency shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.46.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LoanLIBOR Rate; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LoanLIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this Section 3.2(a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon within five Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided, such Lender will not be obligated to utilize such other office pursuant to this Section 3.2(c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this Section 3.2(c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error. CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereofthereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LoanLIBOR Rate; and the result of anything described in clauses (i) above and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LoanLIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase-in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon within five (5) Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 one-hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided, provided that if the event giving rise to such costs or reductions has retroactive effect, such 180 one-hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of Lender); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its LoanLender’s LIBOR Loans, its the Note or its Lender’s obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “Reserve Percentage” in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender’s supporting calculations and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. In determining such amount or amounts, Lender may use any reasonable averaging and attribution methods. (b) If Lender demands compensation under Section 2.13(a) above, Borrower may at any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by at least three (3) LIBOR Banking Day’s prior notice to Lender, convert its then outstanding LIBOR Loans to Base Rate Loans in an equal principal amount. Interest accrued on each such Lender (which demand LIBOR Loan prior to any such conversion shall be accompanied by a statement setting forth the basis for such demand due and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued payable on or after the day which is 180 days prior to the date on which of such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectconversion together with any funding losses and other amounts due under Section 2.10 and this Section 2.13.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its Note or its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration its Applicable Lending Office or in the rate of any applicable lawbranch taxes or doing business taxes (in either case, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive imposed in lieu of net income taxes)); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank’s Applicable Lending Office or against Letters of Credit issued by any Lender; USBNA or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note Notes or its obligation to make the LoanEurodollar Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Subject to the 45-day limitation set forth above in this Section 2.23, failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank’s rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable (Change in law, rule or regulation, or ): If by reason of any change in the law or in its interpretation or administration or because of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request from or directive (whether or not having the force of law) requirement of any such authorityfiscal, central bank monetary or comparable agency: other Governmental Agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the Standby Redraw Facility Provider incurs a cost as a result of anything described in clauses (i) above and (ii) is to increase the cost to (its having entered into or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender performing its obligations under this Agreement or as a result of any Advance being outstanding hereunder; (ii) there is any increase in the cost to the Standby Redraw Facility Provider of funding or maintaining any Advance; (iii) the amount of principal, interest or other amount payable to the Standby Redraw Facility Provider or the effective return to the Standby Redraw Facility Provider under this Agreement is reduced; or (iv) the Standby Redraw Facility Provider becomes liable to make any payment (not being a payment of Tax on its Note with respect theretooverall net income) on or calculated by reference to the amount of Advances made under this Agreement, then upon demand from time to time on notification by the Standby Redraw Facility Provider (copied to the Manager) the Trustee will on the Distribution Date following such Lender (which demand shall be accompanied by a statement setting forth notification and on each succeeding Distribution Date until the basis for such demand and a calculation Standby Redraw Facility Provider is paid in full pay to the Standby Redraw Facility Provider so much of the amount thereof amounts sufficient to indemnify the Standby Redraw Facility Provider against such cost, increased cost, reduction or liability that is available for this purpose in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after accordance with the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectSeries Supplement. (b) (No defence): If the Standby Redraw Facility Provider has acted in good faith it will not be a defence to the Trustee, in the event of any Lender shall reasonably determine failure by the Trustee to comply with its payment obligations under clause 8.2(a), that any change insuch cost, increased cost, reduction or liability could have been avoided. However, the adoption Standby Redraw Facility Provider will negotiate in good faith with the Trustee and the Manager with a view to finding a means by which such cost, increased cost, reduction or phase-in liability may be minimised. (c) (Certificate conclusive): The Standby Redraw Facility Provider's certificate as to the amount of, and basis for arriving at, any applicable lawsuch cost, rule increased cost, reduction or regulation regarding capital adequacy, or any change liability is conclusive and binding on the Trustee in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with absence of manifest error on the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation face of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectcertificate.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration If a Change of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority either: (i) shall subject the Lender to any tax, duty or other charge with respect to any Letter of Credit or its obligations hereunder or under any Letter of Credit Documents, or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit insurance or similar requirement (including including, without limitation, any reserve such requirements imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by any Lenderby, the Lender or its parent; or (iiiii) shall impose on any the Lender or its parent any other similar condition affecting its Loan, its Note relating to the Letter of Credit or its obligation to make the Loanobligations hereunder or under any Letter of Credit Documents; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (the Lender or to impose a cost on) such Lender its parent of making or maintaining the LoanLetter of Credit or its obligations hereunder or under any Letter of Credit Documents, or to reduce the amount of any sum received or receivable by such the Lender or its parent under this Agreement Agreement, under the Letter of Credit or hereunder or under its Note the other Loan Documents with respect thereto, then upon by an amount deemed by the Lender to be material, the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent)Lender, Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender or its parent for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any the Lender shall reasonably determine have determined that any change in, a Change of Law or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyAuthority, has or would have the effect of reducing the rate of return on such the Lender’s (or such controlling Person’s its parent’s) capital as a consequence of such Lender’s Commitments hereunder the issuance or continuance of any Letter of Credit or its ability to a level below that which such Lender make Loans or such controlling Person could have achieved but for such change, adoption, phase-in or compliance LOC Loans upon the occurrence of draws under any Letter of Credit (taking into consideration such the Lender’s (or such controlling Person’s its parent’s) policies with respect to capital adequacy) ), by an amount deemed by such the Lender or such controlling Person to be material, then from time to time, upon the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent)Lender, Borrower shall pay to such the Lender such additional amount or amounts as will compensate such the Lender (or such controlling Person its parent’s) for such reduction. (c) In determining amounts owing pursuant to Subsections (a) and (b), so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; providedmay use any reasonable averaging, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectallocation and attribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or If any change in, any applicable law, rule or regulation, or any change Change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Law shall: (whether or not having the force of law1) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by by, the Lender (except any Lendersuch reserve requirement reflected in the Base Rate Tranche or LIBOR Fixed Rate Tranche); or or (ii2) shall impose on any Lender Lender, the Agent or the London interbank market any other condition affecting its Loan, its Note this Agreement or its obligation to make the LoanAdvances in the Base Rate Tranche or LIBOR Fixed Rate Tranche; and the result of anything described in clauses (i) above and (ii) is any of the foregoing shall be to increase the cost to (or to impose a cost on) such any Lender of making or maintaining any Advances in the Loan, Base Rate Tranche or LIBOR Fixed Rate Tranche (or of maintaining its obligation to make any such Base Rate Tranche Advance or LIBOR Fixed Rate Tranche Advance) or to increase the cost or to reduce the amount of any sum received or receivable by such Lender under this Agreement (whether of principal, interest or under its Note with respect theretootherwise), then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand Companies jointly and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished severally agree to Agent), Borrower shall pay directly to such each affected Lender such additional amount or amounts as will compensate such Lender for such increased cost additional costs incurred or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction suffered. (b) If any Lender shall reasonably determine determines that any change in, Change in Law (other than with respect to any amendment made to any Lender’s certificate of incorporation or the adoption by-laws or phase-in of, any applicable law, rule other organizational or regulation governing document) regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, requirements has or would have the effect of reducing the rate of return on such the Lender’s capital or such controlling Personon the capital of the Lender’s capital holding company, if any, as a consequence of such Lender’s Commitments hereunder this Agreement or the Advances made by the Lender to a level below that which such the Lender or such controlling Person the Lender’s holding company could have achieved but for such change, adoption, phase-Change in or compliance Law (taking into consideration such the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person in good faith to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth time the basis for such demand Companies jointly and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished severally agree to Agent), Borrower shall pay to such each affected Lender such additional amount or amounts as will compensate such the Lender or the Lender’s holding company for any such controlling Person reduction suffered. (c) The Lenders agree not to claim compensation under this Section 6.5 for such reductionany nonmaterial amount, so long or for any amount unbilled for more than one hundred eighty (180) days after the relevant Lender first learned of its claim therefor. (d) If any Lender claims compensation under this Section 6.5, the Lender shall deliver to the Company a certificate setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in Section 6.5(a) or 6.5(b), and stating how such amounts have accrued were determined, which certificate shall be conclusive, absent manifest error, and (i) the Companies jointly and severally agree to pay the Lender the amount shown as due on any such certificate within ten (10) Business Days after the Company’s receipt of such certificate or (ii) the Company may elect by giving a written termination election notice to the Agent on or before ten (10) Business Days after receipt of such certificate to terminate the day which is 180 Credit Line and upon payment to the Agent (for the account of and disbursement to the Lenders) of all Obligations then outstanding (less the pro-rated portion of any prepaid fees) on or before five (5) Business Days after such termination notice, the Credit Line will be terminated. (e) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 6.5 shall not constitute a waiver of the Lender’s right to demand such compensation; provided that the Companies shall not be required to compensate any Lender pursuant to this Section 6.5 for any increased costs or reductions incurred more than one hundred eighty (180) days prior to the date on which such that the Lender first made demand therefor; provided, that if notifies the event Company of the Change in Law giving rise to such increased costs or reductions has retroactive effectand of the Lender’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such 180 increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effecteffect thereof. (f) Provided that no Default has occurred that has not been cured and no Event of Default has occurred that the Agent has not declared in writing to have been cured or waived, and with the written consent of the Required Lenders, the Companies may seek to replace any Lender other than JPMorgan who claims compensation under this Section, subject to the requirements of this Section. For the purposes of this Section, a “Continuing Lender” means a Lender that is neither a Retiring Lender nor a New Lender; a “New Lender” means a bank or other lending institution that becomes a Lender hereunder as a result of the events described in this Section; a “Replacement Lender” means the Lender who is replacing the Retiring Lender; and a “Retiring Lender” means a Lender that ceases to be a Lender under this Agreement pursuant to the operation of this Section. The replacement of a Retiring Lender pursuant to this Section shall be effective on the tenth (10th) Business Day (the “Replacement Date”) following the date of a notice to the Retiring Lender and each Continuing Lender through the Agent, subject to satisfaction of the following conditions:

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.42.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments obligations hereunder or under any Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) agency shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its LIBOR Advances, its Revolving Note or its obligation to make LIBOR Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its LIBOR Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its LIBOR Advances or regulation, or any change its obligation to make LIBOR Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve LIBOR Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted LIBOR) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Bank's Applicable Lending Office or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank eurodollar market any other condition affecting its LoanLIBOR Advances, its Revolving Note or its obligation to make the LoanLIBOR Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany LIBOR Advance, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoRevolving Note, then upon then, within fifteen days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank; provided, however, that the Borrower's liability for additional amounts computed in accordance with this Section shall be neither changed nor waived by the failure to give such notice. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be rebuttable presumptive evidence of the matters stated therein. In determining such amount, any Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank's rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, If (i) Regulation D or (ii) after the Closing Datedate hereof, the adoption of, or any change in, of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration of any applicable law, rule or regulation thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency: agency (ia “Regulatory Change”): (A) shall subject any Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Notes or its obligation to make LIBOR Loans, or shall change the basis of taxation of payments to any Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Lender); or (B) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on committed to be extended by, any Lender or shall, with respect to any Lender impose, modify or deem applicable any other condition affecting its Loansuch Lender’s LIBOR Loans, its Note such Lender’s Notes or its such Lender’s obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under any of its Note Notes with respect thereto, then upon demand by an amount deemed by such Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if such Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage” in the calculation of the amount thereof LIBOR Rate, then upon notice by such Lender to Borrower, which notice shall set forth such Lender’s supporting calculations in reasonable detail, a copy detail and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by any Lender under this Section of the additional amount or amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectdemonstrable error. In determining such amount or amounts, the Lenders may use any reasonable averaging and attribution methods. (b) If any Lender shall reasonably determine that demands compensation under Section 2.20(a) above, Borrower may at any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by at least three (3) Eurodollar Business Day’s prior notice to such Lender Lender, convert its then outstanding LIBOR Loans to ABR Loans of the same type (which demand i.e., a Revolving Credit ABR Loan) in an equal principal amount. Interest accrued on each such LIBOR Loan prior to any such conversion shall be accompanied by a statement setting forth the basis for such demand due and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued payable on or after the day which is 180 days prior to the date on which of such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectconversion together with any funding losses and other amounts due under Section 2.17 and this Section 2.20.

Increased Cost. (a) If, after the Closing Datedate hereof, any Regulatory Change: (a) shall subject any Lender (or its applicable lending office) to any tax, duty or other charge with respect to its Offshore Rate Loans, its Note(s), its obligation to make Offshore Rate Loans, its issuance of Letters of Credit or its obligation to make Letter of Credit Loans, or shall change the adoption ofbasis of taxation of payment to any Lender (or its applicable lending office) of the principal of or interest on its Offshore Rate Loans, or any change inother amounts due under this Agreement in respect of its Offshore Rate Loans, any applicable lawits obligation to make Offshore Rate Loans, rule its obligation to issue Letters of Credit or regulation, or any change its obligation to make Letter of Credit Loans (except for changes in the interpretation rate of tax on the overall net income of such Lender or administration of any its applicable law, rule lending office imposed by the jurisdiction in which such Lender’s principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive applicable lending office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding with respect to any reserve Offshore Rate Loan any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurocurrency Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; ’s applicable lending office or (ii) shall impose on any Lender (or its applicable lending office) or on the interbank eurocurrency market any other condition affecting its LoanOffshore Rate Loans, its Note or Note(s), its obligation to make the LoanOffshore Rate Loans, its obligation to issue Letters of Credit or its obligations to make Letter of Credit Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits applicable lending office) such Lender of making or maintaining the any Offshore Rate Loan, issuing or maintaining Letters of Credit or making Letter of Credit Loans, or to reduce the amount of any sum received or receivable by such Lender (or its applicable lending office) under this Agreement or under its Note with respect theretoNote(s), then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), Borrower the Company shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reductionreduction in amounts received or receivable. Each Lender will promptly notify the Company and the Agent of any Regulatory Change of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different applicable 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 Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Lender may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is 180 attributable to the period ending 91 days prior to the date on which such Lender of the first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance notice delivered by any Lender or under the third preceding sentence with respect to any Person controlling such Lender with Regulatory Change (the “Section 2.24 Excluded Period”), except to the extent any request or directive regarding capital adequacy (whether or not having amount is attributable to the force Section 2.24 Excluded Period as a result of law) the retroactive application of the applicable Regulatory Change. Failure on the part of any such authority, central bank Lender to demand compensation for any increased costs or comparable agency, has reduction in amounts received or would have the effect of reducing the rate of return on such Lender’s receivable with respect to any Interest Period or such controlling Person’s capital as other applicable period shall not constitute a consequence waiver of such Lender’s Commitments hereunder rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period or other applicable period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Revolving Lender or Term B Lender (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its LIBOR Rate Advances, its Revolving or Term B Note or its obligation to make LIBOR Rate Advances or shall change the Closing Date, basis of taxation of payment to any Lender (or its Applicable Lending Office) of the adoption of, principal of or interest on its LIBOR Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its LIBOR Rate Advances or regulation, or any change its obligation to make LIBOR Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Lender or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Lender’s principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding any such requirement to the extent included in calculating the applicable Adjusted LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, any such Lender’s Applicable Lending Office or against Letters of Credit issued by any Lender; the Letter of Credit Bank or (ii) shall impose on any such Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanLIBOR Rate Advances, its Revolving or Term B Note or its obligation to make the LoanLIBOR Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany LIBOR Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoRevolving or Term B Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Administrative Agent), Borrower the Borrowers shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reduction. Each Revolving and Term B Lender will promptly notify the Borrowers’ Agent and the Administrative Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior to the date on which will entitle such Lender first made demand therefor; providedto compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, that if or reduce the event giving rise amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of any Revolving and Term B Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any Revolving and Term B Lender to demand compensation for any increased costs or reductions has retroactive effect, such 180 day period reduction in amounts received or receivable with respect to any Interest Period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as constitute a consequence waiver of such Lender’s Commitments hereunder rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.42.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

Increased Cost. If any Regulatory Change: -------------- (a) Ifshall subject a Bank to any tax, after the Closing Dateduty or other charge with respect to Fixed Eurodollar Rate Advances, the adoption ofNote payable to such Bank to the extent it evidences Fixed Eurodollar Rate Advances, or any change in, any applicable law, rule or regulationits obligation to make Fixed Eurodollar Rate Advances, or shall change the basis of taxation of payment to such Bank of the principal of or interest on Fixed Eurodollar Rate Advances or any change other amounts due under this Agreement in respect of Fixed Eurodollar Rate Advances or its obligation to make Fixed Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank imposed by the laws of the United States or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which such Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding with respect to any reserve Fixed Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of applicable Fixed Adjusted Eurodollar Rate, as the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement case may be) against assets of, deposits with or for the account of, or credit extended by any Lender; by, such Bank or (ii) shall impose on any Lender such Bank or on the United States market for certificates of deposit any other condition affecting its LoanFixed Eurodollar Rate Advances, its Note or its obligation to make the LoanFixed Eurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender Bank of making or maintaining the Loanany Fixed Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Company shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Such Bank will promptly notify the Company of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle such Bank to compensation pursuant to this Section. A certificate of such Bank claiming compensation under this Section, setting forth the date additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on which the part of such Lender first made Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank's rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption ofNotes, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Lender's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Lender or (ii) shall impose on any the Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note the Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its Note with respect theretothe Notes, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or such reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Lender to compensation pursuant to this Section. A certificate of the date on which such Lender first made demand therefor; providedclaiming compensation under this Section, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for such demand the charge and a calculation the method of the amount thereof in reasonable detailcomputation, a copy of which shall be furnished to Agent)conclusive in the absence of error. In determining such amount, Borrower shall pay to such the Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectmay use any reasonable averaging and attribution methods.

Increased Cost. (a) If, If at any time or from time to time any change occurring after the Closing Date, the adoption of, or date hereof in any change in, any applicable requirement of law, rule or regulation, order, decree, treaty or any change in directive or the interpretation or administration of any applicable law, rule or regulation application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, governmental authority or compliance by any the Lender with any request or directive (whether or not having the force of law) of occurring after the date hereof from any such authority, central bank or comparable agency: monetary authority or other Governmental authority: (iA) does or shall subject the Lender to any tax of any kind whatsoever with respect to this Loan Agreement or any LIBOR Loan, or change the basis of taxation of payments to the Lender of principal, interest or others amount payable hereunder (except for changes in the rate or method of tax on the overall net income of the Lender in any jurisdiction); or (B) does or shall impose, modify or deem hold applicable any reserve (including reserve, special deposit, compulsory loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, advances or loans by, or other credit extended by, or any reserve imposed by other acquisition of funds by, any office of the FRB, but excluding any reserve Lender which are not otherwise included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit hereunder; or (C) does or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any the Lender any other condition affecting its Loan, its Note regarding this Loan Agreement or its obligation to make the LoanLoans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making making, renewing, converting or maintaining the Loanadvances or extensions of credit as LIBOR Loans, or to reduce any amount receivable in respect of such LIBOR Loans, then, in any such case, the Lender will promptly notify the Borrower of the change and of the estimated amount of any sum received such cost increase or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand reduction in amount and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall promptly pay directly to such the Lender upon their demand, such additional amount as which will compensate such the Lender for such increased additional cost or reduced amount receivable as the Lender deems to be material as determined by the Lender. If the Borrower becomes so obligated, at Borrower's option and upon two (2) LIBOR Banking Days, prior notice by telephone or telegraph (to be confirmed promptly in writing) given by the Borrower to the Lender, the Borrower may (in lieu of paying such reductionadditional amounts as aforesaid): (i) terminate the obligation of the Lender to make or maintain LIBOR Loans and/or (ii) convert all LIBOR Loans then outstanding to any other type of Revolving Loan, so long as the case may be, by prepayment and reborrowing in the manner specified in this Loan Agreement. If any such amounts have accrued conversion of a LIBOR Loan is made on or after the a day which is 180 days prior to not the date on which such Lender first made demand therefor; providedlast day of an applicable Interest Period, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to the Lender upon request such amount or amounts as may be necessary to compensate the Lender for any loss or expense sustained or incurred by the Lender in respect of the prepayment of such LIBOR Loan as a result of such conversion. If the Lender becomes entitled to claim any additional amount amounts pursuant to this Section, it shall promptly notify Borrower thereof. A certificate as will compensate such Lender or such controlling Person for such reduction, so long as such to any additional amounts have accrued on or after the day which is 180 days prior payable pursuant to the date on which such foregoing submitted by an officer of the Lender first made demand therefor; provided, that if to the event giving rise to such costs or reductions has retroactive effect, such 180 day period Borrower shall be extended to include conclusive in the period absence of retroactive effectmanifest error.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.42.7), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments obligations hereunder or under any Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount reasonably deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (c) Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in law for purposes of this Agreement (including without limitation for purposes of this Section 3.2 and for purposes of Section 3.4), regardless of the date enacted, adopted or issued.

Increased Cost. If any Regulatory Change: (a) Ifshall subject Lender to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption ofNote, or any its obligation to make Eurodollar Rate Advances or shall change in, any applicable law, rule the basis of taxation of payment to Lender of the principal of or regulation, interest on Eurodollar Rate Advances or any change other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which Lender's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, Lender or (ii) shall impose on any Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its the Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretothe Note, then upon then, within thirty (30) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent)Lender, Borrower shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, however, that Borrower shall not be required to so compensate Lender for any such reductionincreased cost or reduction which occurred, so long as such amounts have accrued on or after the day which is 180 days was incurred with respect to any period more than six (6) months prior to the date of said demand. Lender will promptly notify Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle Lender to compensation pursuant to this Section. A certificate of Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, Lender may use any reasonable averaging and attribution methods. Failure on which such the part of Lender first made to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person any Interest Period shall not constitute a waiver of Lender's rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to its Fixed Rate Advances, the adoption of, Notes or its obligation to make Fixed Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on its Fixed Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Fixed Rate Advances or regulation, or any change its obligation to make Fixed Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Bank imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanFixed Rate Advances, its Note the Notes or its obligation to make the LoanFixed Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Fixed Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretothe Notes, then then, and in each such case, upon demand by such Lender one hundred twenty (which demand shall be accompanied by a statement setting forth 120) days notice to the basis for such demand and a calculation Borrower from the Bank of the amount thereof in reasonable detailnature of such Regulatory Change, a copy of which shall be furnished to Agent), the Borrower shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction, so long as such amounts have accrued on or reduction for the period from and after the one hundred twentieth (120th) day which after such notice is 180 days prior given. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the date basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change or compliance by any Lender (or its Applicable 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: : (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty or other charge with respect to any Libor Balances or IBOR Balances, its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or 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 Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, assessment or similar requirement (including any reserve imposed by other than the FRB, but excluding any reserve included Eurodollar Reserve Percentage utilized in the determination of the LIBOR Libor Rate pursuant or the IBOR Rate) relating to Section 2.4), special deposit any extensions of credit or similar requirement against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended by any Lenderits Applicable Lending Office), including the Commitment of such Lender hereunder; or or (iiiii) shall impose on any such Lender (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to the IBOR Rate) any other condition affecting its Loan, this Agreement or its Note or its obligation to make the Loanany of such extensions of credit or liabilities or commitments; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making making, Converting into, Continuing or maintaining the Loan, any Libor Balances or IBOR Balances or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any Libor Balances or IBOR Balances, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Lender (with a copy to the date on which Agent), suspend the obligation of such Lender first made demand therefor; providedto make or maintain Libor Balances or IBOR Balances, that if or to Convert any portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 6.4 shall be extended to include applicable); provided that such suspension shall not affect the period right of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having to receive the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, compensation so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectrequested.

Increased Cost. (a) If, after If any Regulatory Change occurs that has or would have the Closing Date, the adoption effect of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: ACTIVE/105942580.15 (i) shall imposeimposing, modify modifying or deem deeming applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by any or participated in by, Lender; or or (ii) shall impose imposing on any Lender any other condition condition, cost or expense affecting its Loan, its Note this Agreement or its obligation to make the LoanLoan made by Lender; and the result of anything described in clauses (i) above and (ii) is to increase any of the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or foregoing shall be to reduce the amount rate of any sum received return on the capital of Lender as a consequence of its obligations hereunder or receivable by arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender under this Agreement or under its Note with respect theretoto capital adequacy) by an amount deemed by Lender to be material, then upon from time to time, on the first Quarterly Payment Date occurring at least thirty (30) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation description of the amount thereof in reasonable detail, a copy computation of which shall be furnished to Agentsuch demand), Borrower shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such reductioncompensation and will not, so long as such in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.04(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.04 for any amounts have accrued on or after the day which is 180 under this Section 3.04 incurred more than one hundred and eighty (180) days prior to the date on which that Lender notifies Borrower of such Lender first made demand amount and of Lender’s intention to claim compensation therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If In determining any amount provided for in this Section 3.04, Lender shall reasonably determine that any change inuse commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as it shall submit to Borrower a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement certificate setting forth the basis for such demand and a calculation description of the amount thereof in reasonable detailcomputation of such demand as to such additional or increased cost or reduction, a copy of which certificate shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectconclusive absent manifest error.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to Eurodollar Rate Advances, the adoption ofNote or its obligation to make Eurodollar Rate Advances, or any shall change in, any applicable law, rule the basis of taxation of payment to the Bank of the principal of or regulation, interest on Eurodollar Rate Advances or any change other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of the Bank imposed by the laws of the United States or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with jurisdiction in which the interpretation or administration thereof, or compliance by any Lender with any request or directive Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including any reserve such requirement imposed by the FRBBoard, but excluding any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note the Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretoeither Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Company shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Company of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Bank to compensation pursuant to this Section. A certificate of the date Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption ofNote, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Lender's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Lender or (ii) shall impose on any the Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its the Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its Note with respect theretothe Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or such reduction. The Lender will promptly notify the Borrowers of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Lender to compensation pursuant to this Section. A certificate of the date on which such Lender first made demand therefor; providedclaiming compensation under this Section, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for such demand the charge and a calculation the method of the amount thereof in reasonable detailcomputation, a copy of which shall be furnished to Agent)conclusive in the absence of error. In determining such amount, Borrower shall pay to such the Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectmay use any reasonable averaging and attribution methods.

Increased Cost. If any Regulatory Change: -------------- (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Bank's Applicable Lending Office or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNotes, then upon then, within 30 days after written demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), Borrower the Borrowers shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify Omega, so long as such amounts have accrued on or behalf of the Borrowers, and the Agent in writing of any event of which it has knowledge, occurring after the day date hereof, which is 180 days will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period. No Bank shall be entitled to compensation otherwise payable under this Section 2.22 for any period more than six months prior to the date on which such Lender the Bank first made demand therefor; providednotifies Omega, that if on behalf of the event giving rise to such costs or reductions has retroactive effectBorrowers, such 180 day period shall be extended to include of the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change resulting in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectincreased cost.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its Revolving Note or its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Bank's Applicable Lending Office or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Revolving Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoRevolving Note, then upon then, within 30 days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender Bank's rights to demand compensation for any increased costs or such controlling Person to be material, then from time to time, upon demand by such Lender reduction in amounts received or receivable in any subsequent Interest Period (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior subject to the date on which such Lender first made demand therefor; provided, that if limitation contained in the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectthird preceding sentence).

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption ofNotes, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Lender's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Lender or (ii) shall impose on any the Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note the Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its the Revolving Note with respect theretoor the Term Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or such reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Lender to compensation pursuant to this Section. A certificate of the date Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Lender may use any reasonable averaging and attribution methods. Failure on which such the part of the Lender first made to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Lender's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Lender to any tax, duty or other charge with respect to Balance Funded Rate Advances or Eurodollar Advances, its Note, or its obligation to make Balance Funded Rate Advances or Eurodollar Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on Balance Funded Rate Advances or Eurodollar Advances or any other amounts due under this Agreement in respect of Balance Funded Rate Advances or Eurodollar Advances or its obligation to make Balance Funded Rate Advances or Eurodollar Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding any reserve such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or on the interbank Eurodollar market any other condition affecting its LoanBalance Funded Rate Advances or Eurodollar Advances, its Note such Lender's Note, or its obligation to make the LoanBalance Funded Rate Advances or Eurodollar Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany Balance Funded Rate Advance or Eurodollar Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoNote, then upon then, within thirty (30) days after written demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; PROVIDED, that the Borrowers shall not be obligated to pay any such reductionadditional amount (i) unless such Lender shall first have notified the Borrowers in writing that it intends to seek such compensation pursuant to this Section 2.06(b), so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of any Lender claiming compensation under this Section 2.06(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive absent manifest error. In determining such amount, such Lender first made may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day reduction in amounts received or receivable with respect to any period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as constitute a consequence waiver of such Lender’s Commitments hereunder 's rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any tax, after the Closing Dateduty or other charge with respect to its Advances, the adoption ofNotes, its obligation to make Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Advances or regulation, or any change its obligation to make Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Lender's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding any reserve such requirement to the extent included in calculating the determination of the applicable LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Pricing Rate) against assets of, deposits with or for the account of, or credit extended by, the Lender; (c) shall impose, modify or deem applicable any reserve, special deposit, capital requirement or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding any Lender; such requirement to the extent included in calculating the applicable LIBOR Pricing Rate) against assets of, deposits with or (ii) for the account of, or credit extended by, the Lender or shall impose on any the Lender or on the interbank market any other condition affecting its LoanAdvances, its the Note or its obligation to make the LoanAdvances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany Advance, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its Note with respect theretothe Revolving Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost or such reduction. The Lender will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Lender to compensation pursuant to this Section. A certificate of the date on which such Lender first made demand therefor; providedclaiming compensation under this Section, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such demand amount, the Lender may use any reasonable averaging and a calculation attribution methods. Failure on the part of the amount thereof in reasonable detail, a copy of which shall be furnished Lender to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period reduction in amounts received or receivable shall be extended not constitute a waiver of the Lender's rights to include the period of retroactive effectsubsequently demand compensation for any increased costs or reduction in amounts received or receivable.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender to any additional tax, after the Closing Dateduty or other charge with respect to its LIBOR Rate Advances, the adoption ofRevolving Note, the Term Notes or its obligation to make LIBOR Rate Advances or shall change the basis of taxation of payment to the Lender of the principal of or interest on its LIBOR Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its LIBOR Rate Advances or regulation, or any change its obligation to make LIBOR Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Lender’s principal office located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including without limitation, any such requirement imposed by the Board, but excluding any such requirement to the extent included in calculating the applicable Adjusted LIBOR Rate) against assets of, deposits with or for the account of, or credit extended by, or against Letters of Credit issued by any Lender; the Lender or (ii) shall impose on any the Lender or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanLIBOR Rate Advances, its Note the Revolving Note, the Term Notes or its obligation to make the LoanLIBOR Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such the Lender of making or maintaining the Loanany LIBOR Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its the Revolving Note with respect theretoor the Term Notes, then upon then, within 30 days after written notice and demand by such Lender (the Lender, which demand notice shall be accompanied by a statement setting forth describe the basis for such demand and a calculation of Regulatory Change, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

Increased Cost. If any Regulatory Change: (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank's applicable lending office or (ii) shall impose on any Lender the Bank (or its applicable lending office) or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its the Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretothe Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or reduction; provided, that the Borrowers shall not be obligated to pay any such reductionadditional amount (i) unless the Bank shall first have notified the Borrowers in writing that it intends to seek such compensation pursuant to this Section, so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which of the first such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies notice with respect to capital adequacy) by an such Regulatory Change (the "Excluded Period"), except to the extent any amount deemed by such Lender or such controlling Person is attributable to be materialthe Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of the Bank claiming compensation under this Section, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such demand amount, the Bank may use any reasonable averaging and a calculation attribution methods. Failure on the part of the amount thereof in reasonable detail, a copy of which shall be furnished Bank to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day reduction in amounts received or receivable with respect to any period shall be extended not constitute a waiver of the Bank's rights to include the period of retroactive effectdemand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to Eurodollar Rate Advances, the adoption ofNote or its obligation to make Eurodollar Rate Advances, or any shall change in, any applicable law, rule the basis of taxation of payment to the Bank of the principal of or regulation, interest on Eurodollar Rate Advances or any change other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of the Bank imposed by the laws of the United States or administration of any applicable law, rule jurisdiction in which the Bank's principal office is located); or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including any reserve such requirement imposed by the FRBBoard, but excluding any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note the Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretoeither Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Company shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Company of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Bank to compensation pursuant to this Section. A certificate of the date Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after If the Closing Date, the adoption of, or Lender determines that any change in, in any applicable law, rule law or regulation, regulation or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, application thereof or compliance by any the Lender with any applicable direction, request or directive requirement (whether or not having the force of law) of any such authority, central bank competent governmental or comparable agency: other authority does or will :- 8.2.1 subject the Lender to any tax or other payment with reference to sums payable by the Borrower under this Agreement; or 8.2.2 impose on the Lender any other condition the effect of which is to (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by increase the FRB, but excluding any reserve included in cost to the determination Lender of funding under the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; Facility or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received payment receivable by, or receivable by such the effective return to, the Lender in respect of the Facility or (iii) impose a cost on the Lender resulting from its funding under this Agreement or under its Note with respect theretothe Facility; the Lender may notify the Borrower, then and the Borrower shall from time to time upon demand by pay to the Lender such Lender (which demand shall be accompanied by a statement setting forth the basis amounts as are necessary to compensate it for such demand and a calculation of the amount thereof in reasonable detailtax, a copy of which shall be furnished to Agent)payment, Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so reduction (each an "increased cost"). So long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event circumstances giving rise to such costs or reductions has retroactive effectincreased cost continue, such 180 day period shall be extended to include the period of retroactive effect. Borrower may, after giving the Lender not less than thirty (b30) If days' prior written notice, prepay (without any Lender shall reasonably determine that any change inprepayment penalty being payable) all (but not only part of) the Loan, or and upon the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence giving of such notice the Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand 's obligation under the Facility shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), cease. The Borrower shall pay to in such Lender such additional amount as will compensate such Lender or such controlling Person for such reductionevent on the applicable date of prepayment prepay the Loan, so long as such amounts have interest accrued on or after the day which is 180 days prior up to the date on which of prepayment and all other sums payable by the Borrower under this Agreement. Clause 6.3 shall apply to any such prepayment. In any case where the cost to the Lender first made demand therefor; providedof funding the Facility is increased, that if the event giving rise Lender shall in any notification to such costs or reductions has retroactive effect, such 180 day period shall be extended the Borrower provide a certified schedule explaining how the increased cost applies to include the period of retroactive effectFacility.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory -------------- Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Lender to any tax, duty or other charge with respect to Eurodollar Advances or Balance Funded Rate Advances, its Note, or its obligation to make Eurodollar Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on Eurodollar Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or Balance Funded Rate Advances or its obligation to make Eurodollar Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding any reserve such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Advances or Balance Funded Rate Advances, its Note such Lender's Note, or its obligation to make the LoanEurodollar Advances or Balance Funded Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany Eurodollar Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after written demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Company shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such reductionadditional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of any Lender claiming compensation under this Section 2.06(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, such Lender first made may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day reduction in amounts received or receivable with respect to any period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as constitute a consequence waiver of such Lender’s Commitments hereunder 's rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent period.

Increased Cost. (a) If, after the Closing Datedate hereof, any Regulatory Change: (a) shall subject any Lender (or its applicable lending office) to any tax, duty or other charge with respect to its Offshore Rate Loans, its Note(s) or its obligation to make Offshore Rate Loans, or shall change the adoption ofbasis of taxation of payment to any Lender (or its applicable lending office) of the principal of or interest on its Offshore Rate Loans, or any change inother amounts due under this Agreement in respect of its Offshore Rate Loans, any applicable law, rule or regulation, or any change its obligation to make Offshore Rate Loans (except for changes in the interpretation rate of tax on the overall net income of such Lender or administration of any its applicable law, rule lending office imposed by the jurisdiction in which such Lender’s principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive applicable lending office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding with respect to any reserve Offshore Rate Loan any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; ’s applicable lending office or (ii) shall impose on any Lender (or its applicable lending office) or on the interbank eurocurrency market any other condition affecting its LoanOffshore Rate Loans, its Note Note(s) or its obligation to make the LoanOffshore Rate Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits applicable lending office) such Lender of making or maintaining the any Offshore Rate Loan, or to reduce the amount of any sum received or receivable by such Lender (or its applicable lending office) under this Agreement or under its Note with respect theretoNote(s), then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), Borrower the Company shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reductionreduction in amounts received or receivable. Each Lender will promptly notify the Company and the Agent of any Regulatory Change of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which will entitle such Lender to compensation pursuant to this Section and will designate a different applicable 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 Lender, be otherwise disadvantageous to such Lender. A certificate of any Lender claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Lender may use any reasonable averaging and attribution methods. The Company shall not be obligated to pay any such amount that is 180 attributable to the period ending 91 days prior to the date on which such Lender of the first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance notice delivered by any Lender or under the third preceding sentence with respect to any Person controlling such Lender with Regulatory Change (the “Section 2.15 Excluded Period”), except to the extent any request or directive regarding capital adequacy (whether or not having amount is attributable to the force Section 2.15 Excluded Period as a result of law) the retroactive application of the applicable Regulatory Change. Failure on the part of any such authority, central bank Lender to demand compensation for any increased costs or comparable agency, has reduction in amounts received or would have the effect of reducing the rate of return on such Lender’s receivable with respect to any Interest Period or such controlling Person’s capital as other applicable period shall not constitute a consequence waiver of such Lender’s Commitments hereunder rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period or other applicable period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency: : (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any LIBOR Balances, its Note, or its obligation to make LIBOR Balances available to the Borrower, or 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 LIBOR Balances (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office, or is doing business); (ii) shall impose, modify modify, or deem applicable any reserve reserve, special deposit, assessment, or similar requirement (including any reserve imposed by other than the FRB, but excluding any reserve included Reserve Requirement utilized in the determination of the Adjusted LIBOR Rate pursuant Rate) relating to Section 2.4), special deposit any extensions of credit or similar requirement against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended by any Lenderits Applicable Lending Office), including the Commitment of such Lender hereunder; or or (iiiii) shall impose on any such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loan, this Agreement or its Note or its obligation to make the Loanany of such extensions of credit or liabilities or commitments; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to actually incurred by such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making making, Converting into, Continuing, or maintaining the Loan, any LIBOR Balances or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoto any LIBOR Balances, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender on the Quarterly Payment Date following such additional Lender's request such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 5.1(a), the Borrower may, by notice to such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Lender (with a copy to the date on which Agent), suspend the obligation of such Lender first made demand therefor; providedto make or maintain LIBOR Balances, that if or to Convert any portion of the Prime Rate Balances into LIBOR Balances, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of Section 5.4 shall be extended to include applicable); provided that such suspension shall not affect the period right of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having to receive the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, compensation so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectrequested.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption of, Revolving Note or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Bank imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its the Revolving Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretothe Revolving Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle the Bank to compensation pursuant to this Section. If the Bank fails to give such notice within 45 days after it obtains knowledge of such an event, the Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that the Bank does give such notice. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Term SOFR Advances, its Note or its obligation to make Term SOFR Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Term SOFR Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Term SOFR Advances or regulation, or any change its obligation to make Term SOFR Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Term SOFR Advance any such requirement to the extent included in calculating the applicable Term SOFR Base Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank's Applicable Lending Office or against Letters of Credit issued by any Lender; the Agent or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank eurodollar market any other condition affecting its LoanTerm SOFR Advances, its Note or its obligation to make the LoanTerm SOFR Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Term SOFR Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender Bank's rights to demand compensation for any increased costs or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation reduction in amounts received or receivable in any subsequent Interest Period. Each of the amount thereof in Banks agrees that, as promptly as practicable after becoming aware of the occurrence of an event or the existence of a condition that would entitle such Bank to receive payments under this Section 2.24, it will, to the extent not inconsistent with the internal policies of such Bank and any applicable legal or regulatory restrictions, take reasonable detail, a copy of which shall measures to reduce any additional amounts that would otherwise be furnished to Agent), Borrower shall pay payable to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Bank pursuant to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectthis Section 2.24.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Bank's Applicable Lending Office or against Letters of Credit issued by any Lender; the Agent or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note Notes or its obligation to make the LoanEurodollar Rate Advances or affecting any Letter of Credit; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNotes, then upon then, within 30 days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the date on which need for, or reduce the amount of, such Lender first made demand therefor; providedcompensation and will not, that if in the event giving rise judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank's rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. From time to time upon 30 days' prior notice to the Borrower from a Bank (a) If, after with a copy to the Closing DateAdministrative Agent), the adoption of, or any change in, any applicable law, rule or regulation, or any change in Borrower shall pay to the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or Administrative Agent for the account of, of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or credit extended by maintaining any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any Change in Law after the LoanEffective Date which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); and or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the result definition of anything described in clauses LIBOR Rate); or (i3) above and (ii) is to increase the cost to imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities); provided, that the Borrower shall not be required to impose pay any Taxes that it is not required to pay pursuant to Section 2.19. Such Bank will notify the Borrower (with a cost oncopy to the Administrative Agent) of any event occurring after the Effective Date which will entitle such Lender Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the Loan, or additional amounts required to reduce the amount compensate any such Bank in respect of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoAdditional Costs, then upon demand by such Lender (which demand shall be accompanied by conclusive, provided that such determinations are made on a statement setting forth the basis for such demand and a calculation reasonable basis. The provisions of the amount thereof in reasonable detail, a copy this Section 2.17 shall survive termination of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phasethis Agreement. Risk-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.Based Capital

Increased Cost. (a) If, after the Closing Date, the adoption of, or If a Lender determines that any change in, in any applicable law, rule law or regulation, regulation or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, application thereof or compliance by any such Lender with any applicable direction, request or directive requirement (whether or not having the force of law) of any competent governmental or other authority does or will: (a) subject such authority, central bank Lender to any tax or comparable agency: other payment with reference to sums payable by Borrower under this Agreement (except (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included tax on such Lender’s overall net income in the determination jurisdiction of the LIBOR Rate pursuant to Section 2.4), special deposit its principal office or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; Lending Office or (ii) shall impose on any Lender any other condition affecting its Loan, its Note as referred to in Section 10) or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) oblige such Lender of making to forgo any interest or maintaining the Loan, other return on or calculated by reference to reduce the amount of any sum received or receivable by it under this Agreement; or (b) impose on such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth any other condition the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy effect of which shall be furnished is to Agent), Borrower shall pay directly (i) increase the cost to such Lender such additional of participating in the Facility, including without limitation increased costs resulting from complying with applicable capital adequacy requirements, or (ii) reduce the amount as will compensate of any payment receivable by, or the effective return to, such Lender in respect of the Facility; such Lender may through Agent so notify Borrower, and Borrower shall from time to time upon demand (whether or not such Lender’s Participation in the Loan has been repaid) pay to Agent for the account of such Lender such amounts as such Lender may certify to be necessary to compensate it for such tax, payment, increased cost or reduction (each an “increased cost”). Where such increased cost arises from circumstances contemplated above which affect such Lender’s business generally or such reduction, so long as such amounts have accrued on the manner in which or after the day which is 180 days prior extent to the date on which such Lender first made demand therefor; providedallocates capital resources, that if such Lender shall be entitled to such increased cost as it determines and certifies is fairly allocable to its Participation in the event Facility. So long as the circumstances giving rise to such costs or reductions has retroactive effectincreased cost continue, such 180 day period shall be extended to include the period of retroactive effect. Borrower may, after giving Agent not less than thirty (b30) If any Lender shall reasonably determine that any change indays’ prior written notice, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy prepay all (whether or but not having the force of lawonly part) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which Participation in the Loan in accordance with Sections 5.3 and 5.4, and upon the giving of such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration notice such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand Commitment shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectcancelled.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or (CHANGE IN LAW): If by reason of any change in the law or in its interpretation or administration or of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request from or directive (whether or not having the force of law) requirement of any such fiscal, monetary or other authority, central bank or comparable agency: : (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the Redraw Facility Provider incurs a cost as a result of anything described in clauses (i) above and (ii) is to increase the cost to (its having entered into or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender performing its obligations under this Agreement or as a result of any Advance being outstanding hereunder; (ii) there is any increase in the cost to the Redraw Facility Provider of funding or maintaining any Advance; (iii) the amount of principal, interest or other amount payable to the Redraw Facility Provider or the effective return to the Redraw Facility Provider under this Agreement is reduced; or (iv) the Redraw Facility Provider becomes liable to make any payment (not being a payment of Tax on its Note with respect theretooverall net income) on or calculated by reference to the amount of Advances made under this Agreement, then upon demand from time to time on notification by the Redraw Facility Provider (copied to the Manager) the Borrower will on the Monthly Payment Date following such Lender (which demand shall be accompanied by a statement setting forth notification, and on each succeeding Monthly Payment Date until the basis for such demand and a calculation Redraw Facility Provider is paid in full, pay to the Redraw Facility Provider so much of the amount thereof amounts sufficient to indemnify the Redraw Facility Provider against such cost, increased cost, reduction or liability as there are funds available for this purpose in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after accordance with the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectSub-Fund Notice. (b) (NO DEFENCE): If the Redraw Facility Provider has acted in good faith it will not be a defence to the Borrower, in the event of any Lender shall reasonably determine failure by the Borrower to comply with its payment obligations under clause 8.2(a), that any change insuch cost, increased cost, reduction or liability could have been avoided. However, the adoption or phase-Redraw Facility Provider will negotiate in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged good faith with the interpretation or administration thereof, or Borrower and the compliance Manager with a view to finding a means by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender cost, increased cost, reduction or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to liability may be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectminimised.

Increased Cost. (a) If, after If a Lender determines that the Closing Date, the adoption introduction of, or any change in, any applicable law, rule law or regulation, regulation or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, application thereof or compliance by any such Lender with any applicable direction, request or directive requirement (whether or not having the force of law, and including any such direction, request or requirement which affects the manner in which such Lender of such Lender is required to or does allocate or maintain capital in support of its assets or liabilities) of any competent governmental, fiscal, monetary, or other authority does or will: (a) subject such authority, central bank Lender to any tax or comparable agency: other payment with reference to sums advanced or to be advanced by such Lender or payable by the Borrower under this Agreement (except (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included tax on such Lender’s overall net income in the determination jurisdiction of the LIBOR Rate pursuant to Section 2.4), special deposit its principal office or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; Lending Office or (ii) shall as referred to in Clause 10); or (b) impose on any such Lender any other condition affecting its Loan, its Note or its obligation the effect of which is to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making participating in the Facility or maintaining the Loan, or to (ii) reduce the amount of any sum received payment receivable by, or receivable by the effective return to, such Lender under this Agreement in respect of the Facility or under its Note with respect thereto(iii) impose an additional cost on such Lender resulting from such Lender’s Participation in the Facility, then such Lender may through the Facility Agent so notify the Borrower, and the Borrower shall from time to time upon demand by (whether or not such Lender (which demand shall be accompanied by a statement setting forth Lender’s Participation in the basis Loan has been repaid) pay to the Facility Agent for such demand and a calculation the account of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount amounts as will compensate such Lender may certify in good faith to be necessary to compensate it for such tax, payment, increased cost or reduction (each an “increased cost”). Where such increased cost arises from circumstances contemplated above which affect the Lender’s business generally or the manner in which or extent to which that Lender allocates capital resources, the Lender shall be entitled to such reductionincreased cost as it determines and certifies in good faith is fairly allocable to its Participation in the Facility. Nothing in this Clause 9.2 shall require any Lender to disclose confidential information relating to the organisation of its business or the business of any Holding Company. The Borrower and the Facility Agent, so in consultation with such Lender, shall discuss whether any alternative arrangement may be made to avoid such increased cost. So long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event circumstances giving rise to such costs or reductions has retroactive effectincreased cost continue, such 180 day period the Borrower may, after giving the Facility Agent not less than thirty (30) days’ prior written notice (which shall be extended to include the period of retroactive effect. irrevocable), prepay all (bbut not only part of) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or Participation in the Loan in accordance with Clauses 5.3 and 5.4, and upon the giving of such controlling Person’s capital as a consequence of notice such Lender’s outstanding Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectcancelled.

Increased Cost. (a) If, after If any Regulatory Change occurs that has or would have the Closing Date, the adoption effect of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall imposeimposing, modify modifying or deem deeming applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by any or participated in by, the Lender; or ; (ii) shall impose subjecting the Lender to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) on any the Loans, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposing on the Lender any other condition condition, cost or expense (other than Taxes) affecting its Loan, its Note this Agreement or its obligation to make Loans made by the LoanLender; and the result of anything described in clauses (i) above and (ii) is to increase any of the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or foregoing shall be to reduce the amount rate of any sum received return on the capital of the Lender as a consequence of its obligations hereunder or receivable by arising in connection herewith to a level below that which the Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of the Lender under this Agreement or under its Note with respect theretoto capital adequacy) by an amount deemed by the Lender to be material, then upon from time to time, on the first Interest Payment Date occurring at least thirty (30) days after demand by such the Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation description of the amount thereof in reasonable detail, a copy computation of which shall be furnished to Agentsuch demand), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender for such increased cost reduction. The Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or such reduction, so long as such amounts have accrued on or after reduce the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effectamount of, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change incompensation and will not, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change in the interpretation judgment of the Lender, be otherwise disadvantageous to it or administration thereof by any Governmental Authority, central bank inconsistent with its internal policies and procedures. In no event will the Lender be expected or comparable agency charged with required to monitor the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) occurrence of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof events or contingencies described in reasonable detailthis Section 3.03(a). Notwithstanding the foregoing, a copy of which in no event shall Borrower be furnished required to Agent)compensate the Lender pursuant to this Section 3.03 for any amounts under this Section [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reductionMARKED BY BRACKETS, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; providedHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectAS AMENDED.

Increased Cost. (a) If, after the Closing Date, If the adoption ofof any law, order, ruling or regulation or any change in, any applicable law, rule or regulation, therein or any change in the interpretation or administration thereof including, without limitation, impositions, or changes in reserve requirements, excise taxes, non-United States income taxes or monetary restraints (but excluding taxes imposed on the overall net income of Lender by the United States or the State of Georgia) by the United States, any applicable lawforeign government, rule or regulation by any Governmental Authoritycentral bank, central bank governmental authority or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank authority or comparable agency: (i) agency shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoAgreement, then upon demand in any amount deemed by such Lender to be material (which demand determination shall be accompanied final, conclusive and binding upon all parties in the absence of manifest error) (any such change being hereinafter called a "Law Change" and any loss to Lender by reason of any Law Change being hereinafter called a statement setting "Law Change Loss"), Lender may give Borrower written notice thereof (hereinafter called "Notice"), which Notice shall state that a Law Change Loss has occurred and shall set forth a general description of the basis reasons for such demand and a calculation Law Change Loss. The failure of Lender to provide any notice shall not reduce, limit or condition Borrower's obligation in the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectfollowing paragraph. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to Lender upon demand, as an indemnity, such amount or amounts as shall cause Lender's net return in connection with any Loans to equal the net return that would have been realized by Lender if the Law Change Loss had not occurred. If the Borrower, in the event of a Law Change, shall not elect promptly after notice thereof has been given to it by Lender to agree in writing satisfactory to Lender to revisions to this Agreement and any other documents evidencing the Loans which shall place Lender in a position as favorable as Lender's position prior to such additional amount as will compensate Law Change (if such Lender or revisions can be made), the Borrower will, upon thirty (30) days notice in writing from Lender, repay all unpaid principal of, and all unpaid interest accrued with respect to, such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Loans to the date of such repayment. Such repayment shall not release the Borrower from its obligations as aforesaid to indemnify Lender in connection with a Law Change Loss incurred by Lender prior to or on which the date of such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectrepayment.

Increased Cost. (a) IfIf (i) Regulation D or (ii) a Regulatory -------------- Change: (A) shall subject Lender to any tax, after duty or other charge with respect to the Closing DateLIBOR Loans, the adoption ofNote or its obligation to make LIBOR Loans, or any shall change in, any applicable law, rule the basis of taxation of payments to Lender of the principal of or regulation, interest on its LIBOR Loans or any change other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the interpretation rate of tax on the overall net income of Lender); or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (iB) shall impose, modify or deem applicable any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4Federal Reserve System), special deposit deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any committed to be extended by, Lender or shall, with respect to Lender impose, modify or deem applicable any other condition affecting its LoanLender's LIBOR Loans, its the Note or its Lender's obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost onon or increase the cost to) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such an amount deemed by Lender (which demand shall to be accompanied by a statement setting forth the basis material, and if Lender is not otherwise fully compensated for such demand and a increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the amount thereof in reasonable detailLIBOR Rate, a copy then upon notice by Lender to Borrower, which notice shall set forth Lender's supporting calculations and the details of which shall be furnished to Agent)the Regulatory Change, Borrower shall pay directly to such Lender Lender, as additional interest, such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such . The determination by Lender under this Section of the additional amount or amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise be paid to such costs or reductions has retroactive effect, such 180 day period it hereunder shall be extended to include conclusive in the period absence of retroactive effectmanifest error. In determining such amount or amounts, Lender may use any reasonable averaging and attribution methods. (b) If Lender demands compensation under Section 2.13(a) above, Borrower may at any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by at least three (3) Eurodollar Business Day's prior notice to Lender, convert its then outstanding LIBOR Loans to Prime Loans in an equal principal amount. Interest accrued on each such Lender (which demand LIBOR Loan prior to any such conversion shall be accompanied by a statement setting forth the basis for such demand due and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued payable on or after the day which is 180 days prior to the date on which of such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectconversion together with any funding losses and other amounts due under Section 2.10 and this Section 2.13.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such authorityGovernmental Authority, central bank bank, or comparable agency: : (i) shall subject such Lender (or its Applicable Lending Office) to any tax, duty, or other charge with respect to any Libor Accounts, its Notes, or its obligation to make Libor Accounts, or change the basis of taxation of any amounts payable to such Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Libor Accounts (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); (ii) shall impose, modify modify, or deem applicable any reserve reserve, special deposit, assessment, or similar requirement (including any reserve imposed by other than the FRB, but excluding any reserve included Reserve Requirement utilized in the determination of the LIBOR Rate pursuant Adjusted Libor Rate) relating to Section 2.4), special deposit any extensions of credit or similar requirement against other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender (or credit extended by any Lenderits Applicable Lending Office), including the Commitments of such Lender hereunder; or or (iiiii) shall impose on any such Lender (or its Applicable Lending Office) or the London interbank market any other condition affecting its Loan, its Note this Agreement or its obligation to make the LoanNotes or any of such extensions of credit or liabilities or commitments; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making making, Converting into, Continuing, or maintaining the Loan, any Libor Accounts or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note Notes with respect theretoto any Libor Accounts, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender on demand such additional amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this SECTION 6.1(A), the Borrower may, by notice to such reduction, so long as such amounts have accrued on or after the day which is 180 days prior Lender (with a copy to the date on which Administrative Agent), suspend the obligation of such Lender first made demand therefor; providedto make or maintain Libor Accounts, that if or to Convert Base Rate Accounts into Libor Accounts, until the event or condition giving rise to such costs or reductions has retroactive effect, such 180 day period request ceases to be in effect (in which case the provisions of SECTION 6.4 shall be extended to include applicable); PROVIDED that such suspension shall not affect the period right of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having to receive the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, compensation so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectrequested.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption of, Term Note or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Bank imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which such Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its the Term Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretothe Term Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle the Bank to compensation pursuant to this Section. If the Bank fails to give such notice within 45 days after it obtains knowledge of such an event, the Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that the Bank does give such notice. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Lender to any tax, duty or other charge with respect to LIBOR Rate Advances or Balance Funded Rate Advances, its Note, or its obligation to make LIBOR Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on LIBOR Rate Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of LIBOR Rate Advances or Balance Funded Rate Advances or its obligation to make LIBOR Rate Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender’s principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding any reserve such requirement to the extent included in the determination of calculating the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or on the interbank LIBOR market any other condition affecting its LoanLIBOR Rate Advances or Balance Funded Rate Advances, its Note such Lender’s Note, or its obligation to make the LoanLIBOR Rate Advances or Balance Funded Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany LIBOR Rate Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after written demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Borrowers shall not be obligated to pay any such reductionadditional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which of the first such notice with respect to such Regulatory Change (the “Excluded Period”), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of any Lender claiming compensation under this Section 2.09(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation (including a statement that such Lender first made demand therefor; provided, has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such compensation than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that if the event giving rise to are affected by such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (Lender, whether or not having such Lender allocates any portion or such compensation to such other commitments or credit extensions), shall be conclusive in the force absence of law) manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any such authority, central bank Lender to demand compensation for any increased costs or comparable agency, has reduction in amounts received or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as receivable with respect to any period shall not constitute a consequence waiver of such Lender’s Commitments hereunder rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent period.

Increased Cost. (a) If, after If the Closing Date, Lender determines that the adoption introduction of, or any change in, any applicable law, rule law or regulation, regulation or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, application thereof or compliance by any the Lender with any applicable direction, request or directive requirement (whether or not having the force of law, and including any such direction, request or requirement which affects the manner in which the Lender is required to or does allocate or maintain capital in support of its assets or liabilities) of any such authoritycompetent governmental, central bank monetary, fiscal or comparable agency: other authority does or will: (a) subject the Lender to any tax or other payment with reference to sums advanced or to be advanced by the Lender or payable by the Borrower under this Agreement (except (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by tax on the FRB, but excluding any reserve included Lender’s overall net income in the determination jurisdiction of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; its principal office or (ii) shall as referred to in Clause 8); or (b) impose on any the Lender any other condition affecting its Loan, its Note or its obligation the effect of which is to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such the Lender of making available the Facility or funding or maintaining the Loan, a Loan or to (ii) reduce the amount of any sum received payment receivable by, or receivable by such the effective return to, the Lender under this Agreement in respect of the Facility or under (iii) impose a cost on the Lender resulting from its Note with respect theretomaking available the Facility or funding or maintaining any Loan; the Lender may so notify the Borrower, then and the Borrower shall from time to time upon demand by (whether or not a Loan has been repaid) pay to the Lender such amounts as the Lender (which demand shall may certify to be accompanied by a statement setting forth the basis necessary to compensate it for such demand and a calculation of the amount thereof in reasonable detailtax, a copy of which shall be furnished to Agentpayment, increased cost or reduction (each an “increased cost”), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for . Where such increased cost arises from circumstances contemplated above which affect the Lender’s business generally or the manner in which or extent to which the Lender allocates capital resources, the Lender shall be entitled to such reduction, so increased cost as it determines and certifies is fairly allocable to the Facility and/or a Loan. Nothing in this Clause 7.2 shall require the Lender to disclose confidential information relating to the organisation of its business. The Borrower and the Lender shall discuss whether any alternative arrangement may be made to avoid such increased cost. So long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event circumstances giving rise to such costs or reductions has retroactive effectincreased cost continue, such 180 day period shall be extended to include the period of retroactive effect. Borrower may, after giving the Lender not less than thirty (b30) If any Lender shall reasonably determine that any change indays’ prior written notice, or cancel the adoption or phase-Facility in of, any applicable law, rule or regulation regarding capital adequacy, or any change full (but not in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of lawpart only) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation prepay each of the amount thereof Loans in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued accordance with Clauses 4.8 and 4.9 on or after the day which is 180 days prior to the date on which of prepayment specified in such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectnotice.

Increased Cost. (a) If, by reason of (y) after the Closing Datedate hereof, the adoption of, introduction of or any change in(including, without limitation, any applicable law, rule change by way of imposition or increase of reserve requirements) in or in the interpretation of any law or regulation, or (z) the compliance with any change in the interpretation guideline or administration of request from any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation other governmental authority or administration thereof, quasi-governmental authority exercising control over banks or compliance by any Lender with any request or directive financial institutions generally (whether or not having the force of law) of any such authority, central bank or comparable agency: ): (i) Lender shall imposebe subject to any tax, modify duty or deem applicable other charge with respect to its LIBOR Loan or its obligation to make LIBOR Loans, or shall be subject to any change in the basis of taxation of payments to Lender of the principal of or interest on its LIBOR Loans or its obligation to make LIBOR Loans (except for changes in the rate of tax on the overall net income of Lender imposed by the jurisdiction in which Lender's principal executive office is located); or (ii) any reserve (including including, without limitation, any reserve imposed by the FRB, but excluding any reserve included in the determination Board of the LIBOR Rate pursuant to Section 2.4Governors), special deposit or deposits of similar requirement against assets of, deposits or with or for the account of, or credit extended by any Lender; by, Lender shall be imposed or (ii) shall impose on any Lender deemed applicable or any other condition affecting its Loan, its Note LIBOR Loans or its obligation to make LIBOR Loans shall be imposed on Lender or the Loaninterbank Eurodollar market; and the as a result of anything described thereof there shall be any increase in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making agreeing to make or making, funding or maintaining LIBOR Loans (except to the Loanextent already included in the determination of the applicable LIBO Rate for LIBOR Loans), or to reduce there shall be a reduction in the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoLender, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon written notice from and demand by Lender, pay to Lender, within five (5) Business Days after the date specified in such notice and demand, additional amount sufficient to indemnify Lender against such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by Lender, shall, except for manifest error, be final, conclusive and binding for all purposes. If Lender shall determine at any time, because of the circumstances described hereinabove in this Paragraph (which demand E) of this Section 3.1, or any other circumstances arising after the date of this Agreement affecting Lender or the interbank Eurodollar market or Lender's position in such market, the LIBO Rate, as determined by Lender, will not adequately and fairly reflect the cost to Lender of funding its LIBOR Loans, then, and in any such event: (i) the Lender shall forthwith give notice (by telephone confirmed in writing) to Borrower of such determination; (ii) Borrower's right to request and Lender's obligation to make or permit Loans to remain outstanding as LIBOR Loans shall be accompanied by immediately suspended; and (iii) Lender shall make a statement setting forth the basis for such demand and a calculation Loan as part of the amount thereof in reasonable detailrequested Borrowing of LIBOR Loans as a Base Rate Loan, a copy which Base Rate Loan shall, for all purposes, be considered part of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectBorrowing.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Lender (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its Revolving Notes or its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to any Lender (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Lender or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Lender's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; 's Applicable Lending Office or (ii) shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its Loan, its Note Eurodollar Rate Advances or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Lender (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoRevolving Notes, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reduction. Each Lender will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Lender to compensation pursuant to this Section and will designate a different Applicable 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 Lender, be otherwise disadvantageous to such Lender. If any Lender fails to give such notice within 45 days after it obtains knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date on which that such Lender first made demand therefor; provideddoes give such notice. A certificate of any Lender claiming compensation under this Section, that if setting forth the event giving rise additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, any Lender may use any reasonable averaging and attribution methods and shall use its best efforts to allocate any costs or reductions has retroactive effect, such 180 day period shall be extended to include the period Borrower and similarly situated customers on an equitable basis. Failure on the part of retroactive effect. (b) If any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as constitute a consequence waiver of such Lender’s Commitments hereunder 's rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject a Bank to any tax, after the Closing Dateduty or other charge with respect to Fixed Eurodollar Rate Advances, the adoption ofNote payable to such Bank to the extent it evidences Fixed Eurodollar Rate Advances, or any change in, any applicable law, rule or regulationits obligation to make Fixed Eurodollar Rate Advances, or shall change the basis of taxation of payment to such Bank of the principal of or interest on Fixed Eurodollar Rate Advances or any change other amounts due under this Agreement in respect of Fixed Eurodollar Rate Advances or its obligation to make Fixed Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank imposed by the laws of the United States or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which such Bank’s principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding with respect to any reserve Fixed Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of applicable Fixed Adjusted Eurodollar Rate, as the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement case may be) against assets of, deposits with or for the account of, or credit extended by any Lender; by, such Bank or (ii) shall impose on any Lender such Bank or on the United States market for certificates of deposit any other condition affecting its LoanFixed Eurodollar Rate Advances, its Note or its obligation to make the LoanFixed Eurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender Bank of making or maintaining the Loanany Fixed Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth Bank, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Company shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Such Bank will promptly notify the Company of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle such Bank to compensation pursuant to this Section. A certificate of such Bank claiming compensation under this Section, setting forth the date additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, such Bank may use any reasonable averaging and attribution methods. Failure on which the part of such Lender first made Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by any Interest Period shall not constitute a waiver of such Lender or such controlling Person Bank’s rights to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis compensation for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable (Change in law, rule or regulation, or ): If by reason of any change in the law or in its interpretation or administration or because of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request from or directive (whether or not having the force of law) requirement of any such authorityfiscal, central bank monetary or comparable agency: other Governmental Agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its Loan, its Note or its obligation to make the Loan; and the Standby Redraw Facility Provider incurs a cost as a result of anything described in clauses (i) above and (ii) is to increase the cost to (its having entered into or to impose a cost on) such Lender of making or maintaining the Loan, or to reduce the amount of any sum received or receivable by such Lender performing its obligations under this Agreement or as a result of any Advance being outstanding hereunder; (ii) there is any increase in the cost to the Standby Redraw Facility Provider of funding or maintaining any Advance; (iii) the amount of principal, interest or other amount payable to the Standby Redraw Facility Provider or the effective return to the Standby Redraw Facility Provider under this Agreement is reduced; or (iv) the Standby Redraw Facility Provider becomes liable to make any payment (not being a payment of Tax on its Note with respect theretooverall net income) on or calculated by reference to the amount of Advances made under this Agreement, then upon demand from time to time on notification by the Standby Redraw Facility Provider (copied to the Manager) the Trustee will on the Distribution Date following such Lender (which demand shall be accompanied by a statement setting forth notification and on each succeeding Distribution Date until the basis for such demand and a calculation Standby Redraw Facility Provider is paid in full pay to the Standby Redraw Facility Provider so much of the amount thereof amounts sufficient to indemnify the Standby Redraw Facility Provider against such cost, increased cost, reduction or liability that is available for this purpose in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after accordance with the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectSeries Supplement. (b) (No defence): If the Standby Redraw Facility Provider has acted in good faith it will not be a defence to the Trustee, in the event of any Lender shall reasonably determine failure by the Trustee to comply with its payment obligations under clause 8.2(a), that any change insuch cost, increased cost, reduction or liability could have been avoided. However, the adoption Standby Redraw Facility Provider will negotiate in good faith with the Trustee and the Manager with a view to finding a means by which such cost, increased cost, reduction or phase-in liability may be minimised. (c) (Certificate conclusive): The Standby Redraw Facility Provider's certificate as to the amount of, and basis for arriving at, any applicable lawsuch cost, rule increased cost, reduction or regulation regarding capital adequacy, or any change liability is conclusive and binding on the Trustee in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with absence of manifest error on the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation face of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.certificate. --------------------------------------------------------------------------------

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank (or its Applicable Lending Office) to any tax, after the Closing Dateduty or other charge with respect to Eurodollar Rate Advances, the adoption ofRevolving Note, or any its obligation to make Eurodollar Rate Advances or shall change in, any applicable law, rule the basis of taxation of payment to the Bank (or regulation, its Applicable Lending Office) of the principal of or interest on Eurodollar Rate Advances or any change other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of the Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which the Bank's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advances any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank's Applicable Lending Office or (ii) shall impose on any Lender the Bank (or its Applicable Lending Office) any other condition affecting its Loan, its Note Eurodollar Rate Advances or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to the Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretothe Revolving Note, then upon then, within 60 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Bank to compensation pursuant to this Section and will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of the Bank, be otherwise disadvantageous to the date Bank. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after If the Closing Date, Lender determines that the adoption introduction of, or any change in, any applicable law, rule law or regulation, regulation or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, application thereof or compliance by the Lender or any Holding Company of the Lender with any applicable direction, request or directive requirement (whether or not having the force of law, and including any such direction, request or requirement which affects the manner in which the Lender or any Holding Company of the Lender is required to or does allocate or maintain capital in support of its assets or liabilities) of any such authoritycompetent governmental, central bank monetary, fiscal or comparable agency: other authority does or will: (a) subject the Lender or any Holding Company of the Lender to any tax or other payment with reference to sums advanced or to be advanced by the Lender or payable by the Borrowers under this Agreement (except (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by tax on the FRB, but excluding any reserve included Lender’s overall net income in the determination jurisdiction of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; its principal office or (ii) shall as referred to in Clause 9); or (b) impose on the Lender or any Holding Company of the Lender any other condition affecting its Loan, its Note or its obligation the effect of which is to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (the Lender or to impose a cost on) such its Holding Company of the Lender of making available the Facility or funding or maintaining the Loan, Loan or to (ii) reduce the amount of any sum received payment receivable by, or receivable by such the effective return to, the Lender under this Agreement in respect of the Facility or under (iii) impose a cost on the Lender or any Holding Company of the Lender resulting from its Note with respect theretomaking available the Facility or funding or maintaining the Loan; the Lender may so notify the Borrowers, then and the Borrowers shall from time to time upon demand by (whether or not the Loan has been repaid) pay to the Lender such amounts as the Lender (which demand shall may certify to be accompanied by a statement setting forth the basis necessary to compensate it or its Holding Company for such demand and a calculation of the amount thereof in reasonable detailtax, a copy of which shall be furnished to Agentpayment, increased cost or reduction (each an “increased cost”), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for . Where such increased cost arises from circumstances contemplated above which affect the Lender’s business generally or the manner in which or extent to which the Lender allocates capital resources, the Lender shall be entitled to such reduction, so increased cost as it determines and certifies is fairly allocable to the Facility and/or the Loan. Nothing in this Clause 8.2 shall require the Lender to disclose confidential information relating to the organisation of its business or the business of any Holding Company. The Borrowers and the Lender shall discuss whether any alternative arrangement may be made to avoid such increased cost. So long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event circumstances giving rise to such costs increased cost continue, the Borrowers may, after giving the Lender not less than thirty (30) days’ prior written notice, prepay the whole (but not only part) of the Loan in accordance with Clauses 6.3 and 6.4 without payment of any further fee or reductions has retroactive effectpremium, and upon the giving of such 180 day period notice the Facility shall be extended to include the period of retroactive effectcancelled. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

Increased Cost. (a) If, after If any Regulatory Change occurs that has or would have the Closing Date, the adoption effect of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: : (i) shall imposeimposing, modify modifying or deem deeming applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by any or participated in by, Lender; or ; (ii) shall impose subjecting Lender to any Taxes (other than (A) Indemnified Taxes or (B) Excluded Taxes) with respect to the Loan, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) imposing on any Lender any other condition condition, cost or expense (other than Taxes) affecting its Loan, its Note this Agreement or its obligation to make the LoanLoan made by Lender; and the result of anything described in clauses (i) above and (ii) is to increase any of the cost to (or to impose a cost on) such Lender of making or maintaining the Loan, or foregoing shall be to reduce the amount rate of any sum received return on the capital of Lender as a consequence of its obligations hereunder or receivable by arising in connection herewith to a level below that which Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of Lender under this Agreement or under its Note with respect theretoto capital adequacy) by an amount deemed by Lender to be material, then upon from time to time, on the first Interest Payment Date occurring at least thirty (30) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation description of the amount thereof in reasonable detail, a copy computation of which shall be furnished to Agentsuch demand), Borrower shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost reduction. Lender will take such actions reasonably requested by Borrower, at the expense of Borrower, if such actions will avoid the need for, or reduce the amount of, such reductioncompensation and will not, so long as such in the judgment of Lender, be otherwise disadvantageous to it or inconsistent with its internal policies and procedures. In no event will Lender be expected or required to monitor the occurrence of any of the events or contingencies described in this Section 3.03(a). Notwithstanding the foregoing, in no event shall Borrower be required to compensate Lender pursuant to this Section 3.03 for any amounts have accrued on or after the day which is 180 under this Section 3.03 incurred more than one hundred-eighty (180) days prior to the date on which that Lender notifies Borrower of such Lender first made demand amount and of Lender’s intention to claim compensation therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If In determining any amount provided for in this Section 3.03, Lender shall reasonably determine that any change inuse commercially reasonable averaging and attribution methods. If Lender makes a claim under this Section, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as it shall submit to Borrower a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement certificate setting forth the basis for such demand and a calculation description of the amount thereof computation of such demand as to such additional or increased cost or reduction, which certificate shall be conclusive absent manifest error. (c) If Lender submits a demand to Borrower to pay any additional amounts pursuant to this Section 3.03, Borrower may elect, in reasonable detailits sole discretion, a copy to prepay the Loan in full. Borrower shall notify Lender in writing of such election no later than thirty (30) days following its receipt of such demand and shall specify in such notice the date upon which such prepayment shall be made which shall not be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 later than sixty (60) days prior to following the date on which such Lender first made demand therefor; provided, that if the event giving rise of Lender’s demand. Prepayment pursuant to such costs or reductions has retroactive effect, such 180 day period this Section 3.03 shall be extended made together with interest accrued and unpaid on the Loan to include the period date of retroactive effectprepayment and all other amounts then payable to Lender hereunder, but shall not be subject to any prepayment amount pursuant to Section 3.02.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration If a Change of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority either: (i) shall subject the Lender to any tax, duty or other charge with respect to any Letter of Credit or its obligations hereunder or under any Letter of Credit Documents, or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit insurance or similar requirement (including including, without limitation, any reserve such requirements imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by any Lenderby, the Lender or its parent; or (iiiii) shall impose on any the Lender or its parent any other similar condition affecting its Loan, its Note relating to the Letter of Credit or its obligation to make the Loanobligations hereunder or under any Letter of Credit Documents; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (the Lender or to impose a cost on) such Lender its parent of making or maintaining the LoanLetter of Credit or its obligations hereunder or under any Letter of Credit Documents, or to reduce the amount of any sum received or receivable by such the Lender or its parent under this Agreement Agreement, under the Letter of Credit or hereunder or under its Note the other Loan Documents with respect thereto, then upon by an amount deemed by the Lender to be material, the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent)Lender, Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender or its parent for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any the Lender shall reasonably determine have determined that any change in, a Change of Law or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyAuthority, has or would have the effect of reducing the rate of return on such the Lender’s 's (or such controlling Person’s its parent's) capital as a consequence of such Lender’s Commitments hereunder the issuance or continuance of any Letter of Credit or its ability to a level below that which such Lender make Loans or such controlling Person could have achieved but for such change, adoption, phase-in or compliance LOC Loans upon the occurrence of draws under any Letter of Credit (taking into consideration such the Lender’s 's (or such controlling Person’s its parent's) policies with respect to capital adequacy) ), by an amount deemed by such the Lender or such controlling Person to be material, then from time to time, upon the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent)Lender, Borrower shall pay to such the Lender such additional amount or amounts as will compensate such the Lender (or such controlling Person its parent's) for such reduction. (c) In determining amounts owing pursuant to Subsections (a) and (b), so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; providedmay use any reasonable averaging, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectallocation and attribution methods.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory -------------- Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Lender to any tax, duty or other charge with respect to Eurodollar Advances or Fixed Rate Advances, its Warehousing Note, its Working Capital Note or its obligation to make Eurodollar Advances or Fixed Rate Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on Eurodollar Advances or Fixed Rate Advances or any other amounts due under this Agreement in respect of Eurodollar Advances or Fixed Rate Advances or its obligation to make Eurodollar Advances or Fixed Rate Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding any reserve such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Advances or Fixed Rate Advances, such Lender's Warehousing Note, its Working Capital Note or its obligation to make the LoanEurodollar Advances or Fixed Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany Eurodollar Advance or Fixed Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Warehousing Note with respect theretoor its Working Capital Note, then upon then, within 30 days after written demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Company shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Company shall not be obligated -------- to pay any such reductionadditional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of any Lender claiming compensation under this Section 2.08, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, such Lender first made may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day reduction in amounts received or receivable with respect to any period shall be extended not constitute a waiver of such Lender's rights to include the period of retroactive effectdemand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period. (bq) If any Lender shall reasonably determine that any change in, or the adoption or phase-Section 2.08(d) is hereby amended in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital its entirety to read as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.follows:

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Lender to any tax, duty or other charge with respect to LIBOR Rate Advances or Balance Funded Rate Advances, its Note, or its obligation to make LIBOR Rate Advances or Balance Funded Rate Advances, or shall change the basis of taxation of payment to such Lender of the principal of or interest on LIBOR Rate Advances or Balance Funded Rate Advances or any other amounts due under this Agreement in respect of LIBOR Rate Advances or Balance Funded Rate Advances or its obligation to make LIBOR Rate Advances or Balance Funded Rate Advances (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard of Governors of the Federal Reserve System, but excluding any reserve such requirement to the extent included in the determination of calculating the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or on the interbank LIBOR market any other condition affecting its LoanLIBOR Rate Advances or Balance Funded Rate Advances, its Note such Lender's Note, or its obligation to make the LoanLIBOR Rate Advances or Balance Funded Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany LIBOR Rate Advance or Balance Funded Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after written demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower Borrowers shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Borrowers shall not be obligated to pay any such reductionadditional amount (i) unless such Lender shall first have notified the Company in writing that it intends to seek such compensation pursuant to this Section, so long as or (ii) to the extent such amounts have accrued on or after additional amount is attributable to the day which is 180 period ending 91 days prior to the date on which of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as a result of the retroactive application of the applicable Regulatory Change. A certificate of any Lender claiming compensation under this Section 2.09(b), setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation (including a statement that such Lender first made demand therefor; provided, has not allocated to its Commitment or amounts outstanding under its Note a proportionately greater amount of such compensation than is attributable to each of its other commitments to lend or to each of its other outstanding credit extensions that if the event giving rise to are affected by such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (Lender, whether or not having such Lender allocates any portion or such compensation to such other commitments or credit extensions), shall be conclusive in the force absence of law) manifest error. In determining such amount, such Lender may use any reasonable averaging and attribution methods. Failure on the part of any such authority, central bank Lender to demand compensation for any increased costs or comparable agency, has reduction in amounts received or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as receivable with respect to any period shall not constitute a consequence waiver of such Lender’s Commitments hereunder 's rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent period.

Increased Cost. (a) If, after If the Closing Date, the adoption of, or Lender determines that any change in, in any applicable law, rule law or regulation, regulation or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, application thereof or compliance by any the Lender with any applicable direction, request or directive requirement (whether or not having the force of law) of any such authority, central bank competent governmental or comparable agency: other authority does or will: (a) subject the Lender to any tax or other payment with reference to sums payable by the Borrower under this Agreement (except (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by tax on the FRB, but excluding any reserve included Lender's overall net income in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; China) or (ii) shall as referred to in Article 8); or (b) impose on any the Lender any other condition affecting its Loan, its Note or its obligation the effect of which is to make the Loan; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such the Lender of making available the Facility or funding or maintaining the Loan, Loan or to (ii) reduce the amount of any sum received payment receivable by, or receivable by such the effective return to, the Lender under this Agreement in respect of the Facility or under (iii) impose a cost on the Lender resulting from its Note with respect theretomaking available the Facility or funding or maintaining the Loan; the Lender may so notify the Borrower, then and the Borrower shall from time to time forthwith upon demand by pay to the Lender such amount as the Lender (which demand shall may certify to be accompanied by a statement setting forth the basis necessary to compensate it for such demand and a calculation of the amount thereof in reasonable detailtax, a copy of which shall be furnished to Agentpayment, increased cost or reduction(each an "increased cost"), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for . Where such increased cost arises from circumstances contemplated above which affect the Lender's business generally or the manner in which or extent to which it allocates capital resources, the Lender shall be entitled to such reduction, so increased cost as it determines and certifies fairly allocable to the Facility and/or the Loan. The Borrower and the Lender shall discuss whether any alternative arrangement may be made to avoid such increased cost. So long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event circumstances giving rise to such costs or reductions has retroactive effectincreased cost continue, the Borrower may, after giving the Lender not less than [30] days prior written notice, prepay the whole (but not only part) of the Loan in accordance with Article 6, and upon the giving of such 180 day period notice the Facility shall be extended to include the period of retroactive effectcancelled. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption ofRevolving Credit Note, its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Bank imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its the Revolving Credit Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretothe Revolving Credit Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender the Bank such additional amount or amounts as will reasonably compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Bank to compensation pursuant to this Section. A certificate of the date Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration If a Change of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Law or compliance by any the Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agencyGovernmental Authority either: (i) shall subject the Lender to any tax, duty or other charge with respect to any Letter of Credit or its obligations hereunder or under any Letter of Credit Documents, or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit insurance or similar requirement (including including, without limitation, any reserve such requirements imposed by the FRB, but excluding any reserve included in the determination Board of Governors of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement Federal Reserve System) against assets of, deposits with or for the account of, or credit extended by any Lenderby, the Lender or its parent; or (iiiii) shall impose on any the Lender or its parent any other similar condition affecting its Loan, its Note relating to the Letter of Credit or its obligation to make the Loanobligations hereunder or under any Letter of Credit Documents; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (the Lender or to impose a cost on) such Lender its parent of making or maintaining the LoanLetter of Credit or its obligations hereunder or under any Letter of Credit Documents, or to reduce the amount of any sum received or receivable by such the Lender or its parent under this Agreement Agreement, under the Letter of Credit or hereunder or under its Note the other Loan Documents with respect thereto, then upon by an amount deemed by the Lender to be material, the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent)Lender, Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such the Lender or its parent for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any the Lender shall reasonably determine have determined that any change in, a Change of Law or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agencyAuthority, has or would have the effect of reducing the rate of return on such the Lender’s (or such controlling Person’s its parent’s) capital as a consequence of such Lender’s Commitments hereunder the issuance or continuance of any Letter of Credit or its ability to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance make Loans upon the occurrence of draws under any Letter of Credit (taking into consideration such the Lender’s (or such controlling Person’s its parent’s) policies with respect to capital adequacy) ), by an amount deemed by such the Lender or such controlling Person to be material, then from time to time, upon the Lender shall notify the Borrower in writing describing such circumstances and the amount needed to compensate the Lender or its parent. Within ten (10) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent)Lender, Borrower shall pay to such the Lender such additional amount or amounts as will compensate such the Lender (or such controlling Person its parent’s) for such reduction. (c) In determining amounts owing pursuant to Subsections (a) and (b), so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; providedmay use any reasonable averaging, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectallocation and attribution methods.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Tranches, the adoption ofRevolving Note or its obligation to make Eurodollar Rate Tranches, or any shall change in, any applicable law, rule the basis of taxation of payment to the Bank of the principal of or regulation, interest on Eurodollar Rate Tranches or any change other amounts due under this Agreement in respect of Eurodollar Rate Tranches or its obligation to make Eurodollar Rate Tranches (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Bank imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Tranche any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Tranches, its the Revolving Note or its obligation to make the LoanEurodollar Rate Tranches; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Eurodollar Rate Tranche, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretothe Revolving Note, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Bank, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender the Bank such additional amount or amounts as will reasonably compensate such Lender the Bank for such increased cost or such reduction. The Bank will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle the Bank to compensation pursuant to this Section. A certificate of the date Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.demand

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change indate hereof, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change or compliance by any Lender with any request or directive (whether or not having the force of law) of any such governmental authority, central bank or comparable agency: : (i) shall subject any Lender to any tax, duty or other charge with respect to Floating Eurodollar Rate Borrowings or its obligation to make Floating Eurodollar Rate Borrowings or shall change the basis of taxation of payment to such Lender of the principal of or interest on Floating Eurodollar Rate Borrowings or any other amounts due under this Agreement in respect of Floating Eurodollar Rate Borrowings or its obligation to make Floating Eurodollar Rate Borrowings (except for changes in the rate of tax on the overall net income of such Lender imposed by the laws of the United States or any jurisdiction in which such Lender's principal office is located); or (ii) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding any reserve such requirement to the extent included in calculating the determination of applicable Floating Reserve-Adjusted Eurodollar Rate, as the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement case may be) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Lender or (ii) shall impose on any Lender or on the United States market for certificates of deposit any other condition affecting its Loan, its Note Floating Eurodollar Rate Borrowings or its obligation to make the LoanFloating Eurodollar Rate Borrowings; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany Floating Eurodollar Rate Borrowing, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretothe Notes, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth Lender, the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reduction. Each Lender will promptly notify the Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date of this Agreement, which is 180 days will entitle such Lender to compensation pursuant to this Section 2.10; provided, however, that the Borrower shall not be obligated to pay any such amount or amounts (i) unless such Lender shall have first notified the Borrower in writing that it intends to seek compensation from the Borrower pursuant to this sentence, and (ii) which are attributable to any period of time occurring prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days one year prior to the date on which of receipt by the Borrower of such notice. A certificate of any Lender claiming compensation under this Section 2.10, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, such Lender first made may use any reasonable averaging and attribution methods. Except as provided in the proviso clause of the second sentence of this Section 2.10(b), failure on the part of any Lender to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day reduction in amounts received or receivable with respect to any period shall be extended not constitute a waiver of such Lender's rights to include the period of retroactive effectdemand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.

Increased Cost. (a) If, after the Closing Date, the adoption of, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) agency shall impose on any Lender any other condition affecting its LoanLIBOR Loans, its Note or its obligation to make the LoanLIBOR Loans; and the result of anything described in clauses (i) above and (ii) is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower and Co-Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.

Increased Cost. If any Regulatory Change: -------------- (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Bank's Applicable Lending Office or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note Notes or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNotes, then upon then, within 30 days after written demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), Borrower the Borrowers shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify Omega, so long as such amounts have accrued on or behalf of the Borrowers, and the Agent in writing of any event of which it has knowledge, occurring after the day date hereof, which is 180 days will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such Bank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period. No Bank shall be entitled to compensation otherwise payable under this Section 2.22 for any period more than six months prior to the date on which such Lender Bank first made demand therefor; providednotifies Omega, that if on behalf of the event giving rise to such costs or reductions has retroactive effectBorrowers, such 180 day period shall be extended to include of the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, or any change resulting in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectincreased cost.

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Bank to any tax, after the Closing Dateduty or other charge with respect to its Fixed Rate Advances, the adoption of, Revolving Note or its obligation to make Fixed Rate Advances or shall change the basis of taxation of payment to the Bank of the principal of or interest on its Fixed Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of Fixed Rate Advances or regulation, or any change its obligation to make Fixed Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Bank imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive jurisdiction in which the Bank's principal office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to Section 2.4)reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank or (ii) shall impose on any Lender the Bank or on the United States market for certificates of deposit or the interbank Eurodollar market any other condition affecting its LoanFixed Rate Advances, its the Revolving Note or its obligation to make the LoanFixed Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender the Bank of making or maintaining the Loanany Fixed Rate Advance, or to reduce the amount of any sum received or receivable by such Lender the Bank under this Agreement or under its Note with respect theretothe Revolving Note, then then, and in each such case, upon demand by such Lender thirty (which demand shall be accompanied by a statement setting forth 30) days notice to the basis for such demand and a calculation Borrower Representative from the Bank of the amount thereof in reasonable detailnature of such Regulatory Change, a copy of which shall be furnished to Agent), Borrower the Borrowers shall pay directly to such Lender the Bank such additional amount or amounts as will compensate such Lender the Bank for such increased cost or such reduction, so long as such amounts have accrued on or reduction for the period from and after the thirtieth (30th) day which after such notice is 180 days prior given. A certificate of the Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the date basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, the Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of the Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand any Interest Period shall be accompanied by not constitute a statement setting forth the basis for such demand and a calculation waiver of the amount thereof in reasonable detail, a copy of which shall be furnished Bank's rights to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person demand compensation for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. If any Regulatory Change: (a) Ifshall subject any Bank (or its Applicable Lending Office) to any tax, after duty or other charge with respect to its Eurodollar Rate Advances, its Note or its obligation to make Eurodollar Rate Advances or shall change the Closing Date, basis of taxation of payment to any Bank (or its Applicable Lending Office) of the adoption of, principal of or interest on its Eurodollar Rate Advances or any change in, any applicable law, rule other amounts due under this Agreement in respect of its Eurodollar Rate Advances or regulation, or any change its obligation to make Eurodollar Rate Advances (except for changes in the interpretation rate of tax on the overall net income of such Bank or administration of any applicable law, rule its Applicable Lending Office imposed by the jurisdiction in which such Bank's principal office or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive Applicable Lending Office is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by by, any Lender; Bank's Applicable Lending Office or (ii) shall impose on any Lender Bank (or its Applicable Lending Office) or the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to such Bank (or to impose a cost onits Applicable Lending Office) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender Bank (or its Applicable Lending Office) under this Agreement or under its Note with respect theretoNote, then upon then, within 30 days after demand by such Lender Bank (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, with a copy of which shall be furnished to the Agent), the Borrower shall pay directly to such Lender Bank such additional amount or amounts as will compensate such Lender Bank for such increased cost or such reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 will entitle such Bank to compensation pursuant to this Section and will designate a different Applicable 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 Bank, be otherwise disadvantageous to such Bank. If any Bank fails to give such notice within 45 days after it obtains knowledge of such an event, such Bank shall, with respect to compensation payable pursuant to this Section, only be entitled to payment under this Section for costs incurred from and after the date 45 days prior to the date that such Bank does give such notice. A certificate of any Bank claiming compensation under this Section, setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of manifest error. In determining such amount, any Bank may use any reasonable averaging and attribution methods. Failure on which such Lender first made the part of any Bank to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, reduction in amounts received or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies receivable with respect to capital adequacy) by an amount deemed by such Lender any Interest Period shall not constitute a waiver of that Bank's rights to demand compensation for any increased costs or such controlling Person to be material, then from time to time, upon demand by such Lender reduction in amounts received or receivable in any subsequent Interest Period (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior subject to the date on which such Lender first made demand therefor; provided, that if limitation in the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectthird preceding sentence).

Increased Cost. If any Regulatory Change: (a) Ifshall subject the Lender or its corporate parent to any tax, after duty or other charge with respect to its Eurodollar Rate Loans, its Notes, or its obligation to make Eurodollar Rate Loans, or shall change the Closing Date, basis of taxation of payment to the adoption ofLender of the principal of or interest on its Eurodollar Rate Loans, or any change in, any applicable law, rule or regulationother amounts due under this Agreement in respect of its Eurodollar Rate Loans, or any change its obligation to make Eurodollar Rate Loans (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of the Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any jurisdiction in which the Lender with any request or directive is located); or (whether or not having the force of law) of any such authority, central bank or comparable agency: (ib) shall impose, modify or deem applicable any reserve reserve, special deposit, capital requirement or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Loan any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, or (ii) shall impose on any Lender or on the interbank eurodollar market, any other condition affecting its LoanEurodollar Rate Loans, its Note the Notes or its obligation to make the LoanEurodollar Rate Loans; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (the Lender or to impose a cost on) such Lender its corporate parent of making or maintaining the any Eurodollar Rate Loan, or to reduce the amount of any sum received or receivable by such the Lender under this Agreement or under its Note with respect theretothe Notes, then upon then, within 30 days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of Lender, the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay directly to such the Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effect.will

Increased Cost. (a) IfIf any Regulatory Change: A. shall subject any Lender to any tax, after the Closing Dateduty or other charge with respect to its Eurodollar Rate Advances, the adoption ofNote, or any its obligation to make Eurodollar Rate Advances or shall change in, any applicable law, rule the basis of taxation of payment to such Lender of the principal of or regulation, interest on Eurodollar Rate Advances or any change other amounts due under this Agreement in respect of Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the interpretation or administration rate of any applicable law, rule or regulation tax on the overall net income of such Lender imposed by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender with any request or directive (whether or not having the force of law) of any jurisdiction in which such authority, central bank or comparable agency: (i) Lender's principal office is located); or B. shall impose, modify or deem applicable any reserve reserve, special deposit, capital or similar requirement (including including, without limitation, any reserve such requirement imposed by the FRBBoard, but excluding with respect to any reserve Eurodollar Rate Advance any such requirement to the extent included in calculating the determination of the LIBOR Rate pursuant to Section 2.4), special deposit or similar requirement applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by any Lender; by, such Lender or (ii) shall impose on any such Lender or on the interbank Eurodollar market any other condition affecting its LoanEurodollar Rate Advances, its the Note or its obligation to make the LoanEurodollar Rate Advances; and the result of anything described in clauses (i) above and (ii) any of the foregoing is to increase the cost to (or to impose a cost on) such Lender of making or maintaining the Loanany Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect theretothe Note, then upon then, within thirty (30) days after demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent)Lender, Borrower shall pay directly to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or such reduction. Such Lender will promptly notify Borrower of any event of which it has knowledge, so long as such amounts have accrued on or occurring after the day date hereof, which is 180 days prior will entitle it to compensation pursuant to this Section. A certificate of any Lender claiming compensation under this Section, setting forth the date on which additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, such Lender first made may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand therefor; provided, that if the event giving rise to such compensation for any increased costs or reductions has retroactive effect, such 180 day period reduction in amounts received or receivable with respect to any Interest Period shall be extended to include the period of retroactive effect. (b) If any Lender shall reasonably determine that any change in, or the adoption or phase-in of, any applicable law, rule or regulation regarding capital adequacy, 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 the compliance by any Lender or any Person controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as constitute a consequence waiver of such Lender’s Commitments hereunder 's rights to a level below that which such Lender or such controlling Person could have achieved but demand compensation for such change, adoption, phase-in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor; provided, that if the event giving rise to such any increased costs or reductions has retroactive effect, such 180 day period shall be extended to include the period of retroactive effectreduction in amounts received or receivable in any subsequent Interest Period.