Common use of Increased Cost Clause in Contracts

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): : (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loansthis Agreement, its Revolving any Letter of Credit, any participation in a Letter of Credit Notes or its obligation to make any LIBOR Loans hereunder, made by it or shall change the basis of taxation of payments to any Bank or the Issuing Bank in respect thereof (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 Indemnified Taxes or changes Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of tax on of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the overall net income of such Issuing Bank); or or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or (iii) shall, with respect to any Bank, the Issuing Bank or the Interbank Eurodollar market, London interbank market impose, modify or deem applicable any other condition affecting its this Agreement or such Bank’s LIBOR Loans, its Revolving Loans or any Letter of Credit Notes or its obligation to make LIBOR Loansparticipation therein; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect theretoAgreement, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after then upon notice by such Bank or the Issuing Bank to Borrower together with a copy the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the official notice Requirements of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Law, Borrower shall pay for the account of such Bank or the Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Bank or the Issuing Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If (i) Regulation D or (ii) after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar London interbank market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change increase in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three two (32) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of Loans from such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.62.10. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Prime Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Prime Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulationintroduction of, or any change thereinin, applicable law, regulation, treaty or any change official directive or regulatory requirement now or hereafter in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive effect (whether or not having the force of law) of or in the interpretation or application thereof by any such Governmental Authoritycourt or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by a Lender with any request from any central bank or comparable agency other fiscal, monetary or other regulatory authority (other than a "Regulatory Change"change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law): (Aa) shall subject subjects any Bank Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunderTax, or shall change changes the basis of taxation of payments due to such Lender or increases any Bank existing Tax, on payments of the principal of principal, interest or interest on its LIBOR Loans or any other amounts due payable by a Borrower to such Lender under this Agreement (in respect of its LIBOR Loans or its obligation to make LIBOR Loans (each case, except for taxes on or changes in the rate of tax Taxes on the overall net income or capital of such BankLender); or, (Bb) shall imposeimposes, modify modifies or deem deems applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, regulatory, capital or similar requirement against assets of, held by or deposits with in or for the account of, or credit extended or committed to be extended loans bearing interest at a rate fixed on the basis of the London interbank market rates by, or any Bank other acquisition of funds for loans bearing interest at a rate fixed on the basis of the London interbank market rates or shallany commitments or authorizations in respect thereof by any Lender or an office of any Lender, or (c) imposes on any Lender any other condition with respect to any Bank this Agreement (except for Taxes on the net income or the Interbank Eurodollar marketcapital of such Lender), impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing Sections 7.2 (a), (b) or (c) is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, Lender or to reduce the amount of any sum received or income receivable by such Bank under this Agreement Lender in respect of a Libor Loan by any amount, the applicable Borrower shall pay to the Canadian Agent or under its Notes with respect theretothe U.S. Agent, by an as the case may be, for the account of any such Lender, that amount deemed by which compensates such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated Lender for such increase in additional cost or reduction in income (“Additional Compensation”) arising and calculated as and from a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to in the following sentence. Upon any Lender having determined that it is entitled to Additional Compensation, it shall promptly notify the Canadian Agent or the U.S. Agent, as the case may be, and such Agent shall promptly notify the applicable Borrower. A certificate by any manager of such Lender setting forth the amount received or receivable by virtue of the inclusion Additional Compensation and the basis for it shall be submitted by such Lender to such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the reference to LIBOR Reserve Percentage in the calculation amount of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of Additional Compensation and the applicable change in law (if applicable) and a work sheet showing how Agent shall debit, from the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify applicable Borrower’s accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation notifies a Borrower pursuant to this Section. In determining such amount or amountsSection 7.2, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any timeshall have the right, upon written irrevocable notice to that effect delivered to such Agent at least three (3) 10 Business Days' Days prior notice to the end of such Bank Libor Interest Period, to repay or convert such Lender’s Participation in any such Libor Loan in full, together with payment of accrued interest and the AgentAdditional Compensation to the date of payment, repay in full its then outstanding LIBOR to U.S. Base Rate Loans which do not suffer the same defect or U.S. Prime Rate Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan denominated in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.U.S.$.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):: (Ai) shall subject any Bank Lender or the L/C Issuer (or its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR Loansany Loan whose interest is determined by reference to the Libor Base Rate, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderany Loan whose interest is determined by reference to the Libor Base Rate available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or shall change the basis of taxation of payments any amounts payable to any Bank of the principal of such Lender (or interest on its LIBOR Loans or any other amounts due Applicable Lending Office) under this Agreement or its Note in respect of its LIBOR Loans any Loan whose interest is determined by reference to the Libor Base Rate (other than franchise taxes or its obligation to make LIBOR Loans (except for taxes imposed on or changes in measured by the rate of tax on the overall net income of such BankLender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); or; (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital compulsory loan, insurance charge or similar requirement against (other than the Eurocurrency Reserve Percentage utilized in the determination of the Libor Rate relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender or credit extended L/C Issuer (or committed to be extended byits Applicable Lending Office), any Bank including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender or shallL/C Issuer (or its Applicable Lending Office), with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable interbank market any other condition affecting its LIBOR Loans, its Revolving Credit Notes this Agreement or its obligation to make LIBOR LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or in the case its Applicable Lending Office) of Regulation Dmaking, to impose a cost on or increase the cost to) such Bank of making Converting into, Continuing or maintaining any LIBOR Loan, Loan whose interest is determined by reference to the Libor Base Rate or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, to any Loan whose interest is determined by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 Libor Base Rate, then the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of to such Bank as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify BorrowerIf any Lender requests compensation by the Borrower under this Section 6.1(a), the Agent and all of the other Banks of any event of which it has knowledgeBorrower may, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior by notice to such Bank and Lender (with a copy to the Agent), repay in full its then outstanding LIBOR suspend the obligation of such Lender to make or maintain any Loan whose interest is determined by reference to the Libor Base Rate, or to Convert Base Rate Loans into Libor Loans, as until the event or condition giving rise to such request ceases to be in effect (in which case may be, the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Bank, together with all accrued and unpaid interest thereon Lender to receive the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower compensation so elects, such Bank shall make such a Base Rate Loan to Borrowerrequested.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); orthe (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three two (32) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.66.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If If, after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory Change -------------- or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank bank, or comparable agency (a "Regulatory Change"):agency: (Ai) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its LIBOR Loansany Libor Accounts, its Revolving Credit Notes Notes, or its obligation to make LIBOR Loans hereunderLibor Accounts, or shall change the basis of taxation of payments any amounts payable to any Bank of the principal of such Lender (or interest on its LIBOR Loans or any other amounts due Applicable Lending Office) under this Agreement or its Notes in respect of its LIBOR Loans any Libor Accounts (other than franchise taxes or its obligation to make LIBOR Loans (except for taxes imposed on or changes in measured by the rate of tax on the overall net income of such BankLender 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, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitments of such Lender hereunder; or (Biii) shall impose, modify impose on such Lender (or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank its Applicable Lending Office) or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition affecting this Agreement or its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or in the case its Applicable Lending Office) of Regulation Dmaking, to impose a cost on or increase the cost to) such Bank of making Converting into, Continuing, or maintaining any LIBOR Loan, Libor Accounts or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretoto any Libor Accounts, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of then the inclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of to such Bank as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify BorrowerIf any Lender requests compensation by the Borrower under this Section 6.1(a), the Agent and all of the other Banks of any event of which it has knowledgeBorrower may, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior by notice to such Bank and Lender -------------- (with a copy to the Administrative Agent), repay in full its then outstanding LIBOR Loans, as suspend the case may be, obligation of such BankLender to make or maintain Libor Accounts, together with all accrued and unpaid interest thereon or to Convert Base Rate Accounts into Libor Accounts, until the date event or condition giving rise to such request ceases to be in effect (in which case the provisions of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying 6.4 shall be applicable); ----------- provided that such LIBOR Loans suspension shall not affect the right of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal Lender to -------- receive the aggregate principal amount of such LIBOR Loans, and, if Borrower compensation so elects, such Bank shall make such a Base Rate Loan to Borrowerrequested.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): : (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loansthis Agreement, its Revolving any Letter of Credit, any participation in a Letter of Credit Notes or its obligation to make any LIBOR Loans hereunder, made by it or shall change the basis of taxation of payments to any Bank or any Issuing Bank in respect thereof (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 Indemnified Taxes or changes Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of tax on the overall net income of of, any Excluded Tax payable by or with respect to amounts payable to such Bank or such Issuing Bank); or or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or any Issuing Bank; or (iii) shall, with respect to any Bank, any Issuing Bank or the Interbank Eurodollar market, London interbank market impose, modify or deem applicable any other condition affecting its this Agreement or such Bank’s LIBOR Loans, its Revolving Loans or any Letter of Credit Notes or its obligation to make LIBOR Loansparticipation therein; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect theretoAgreement, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after then upon notice by such Bank or such Issuing Bank to Borrower together with a copy the Administrative Agent and the Borrowers, which notice shall set forth such Bank’s supporting calculations and the details of the official notice Requirements of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Law, each Borrower shall pay for the account of such Bank or such Issuing Bank, as the case may be, as additional interest, its Applicable Share of such additional amount or amounts as will compensate such Bank or such Issuing Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):: (Ai) shall subject any Bank Lender or the L/C Issuer (or its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR Loansany Libor Balances or IBOR Balances, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderLibor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or shall change the basis of taxation of payments any amounts payable to any Bank of the principal of such Lender (or interest on its LIBOR Loans or any other amounts due Applicable Lending Office) under this Agreement or its Note in respect of its LIBOR Loans any Libor Balances or its obligation to make LIBOR Loans IBOR Balances (except for other than franchise taxes or taxes imposed on or changes in measured by the rate of tax on the overall net income of such BankLender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); or; (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital assessment or similar requirement against (other than the (A) Eurocurrency Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth on Schedule 1.1B) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender or credit extended L/C Issuer (or committed to be extended byits Applicable Lending Office), any Bank including the Commitment of such Lender hereunder; (iii) shall impose on such Lender or shallL/C Issuer (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable IBOR Rate) any other condition affecting its LIBOR Loans, its Revolving Credit Notes this Agreement or its obligation Note or any of such extensions of credit or liabilities or commitments; or (iv) shall result in the failure of the Mandatory Cost, as calculated hereunder, to make LIBOR Loans; represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Libor Balances. and the result of any of the foregoing is to increase the cost to such Lender (or in the case its Applicable Lending Office) of Regulation Dmaking, to impose a cost on or increase the cost to) such Bank of making Converting into, Continuing or maintaining any LIBOR Loan, Libor Balances or IBOR Balances or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect theretoto any Libor Balances or IBOR Balances, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of then the inclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of to such Bank as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify BorrowerIf any Lender requests compensation by the Borrower under this Section 6.1(a), the Agent and all of the other Banks of any event of which it has knowledgeBorrower may, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior by notice to such Bank and Lender (with a copy to the Agent), repay in full its then outstanding LIBOR Loans, as suspend the case may be, obligation of such BankLender to make or maintain Libor Balances or IBOR Balances, together with all accrued and unpaid interest thereon or to Convert any portion of the date Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying 6.4 shall be applicable); provided that such LIBOR Loans suspension shall not affect the right of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal Lender to receive the aggregate principal amount of such LIBOR Loans, and, if Borrower compensation so elects, such Bank shall make such a Base Rate Loan to Borrowerrequested.

Increased Cost. (a) If If, after the effective date hereofClosing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, Regulatory -------------- Change or compliance by any Bank Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank bank, or comparable agency (a "Regulatory Change"):agency: (Ai) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to its LIBOR Loansany Libor Accounts, its Revolving Credit Notes Notes, or its obligation to make LIBOR Loans hereunderLibor Accounts, or shall change the basis of taxation of payments any amounts payable to any Bank of the principal of such Lender (or interest on its LIBOR Loans or any other amounts due Applicable Lending Office) under this Agreement or its Notes in respect of its LIBOR Loans any Libor Accounts (other than franchise taxes or its obligation to make LIBOR Loans (except for taxes imposed on or changes in measured by the rate of tax on the overall net income of such BankLender 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, special deposit, assessment, or similar requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Lender (or its Applicable Lending Office), including the Commitments of such Lender hereunder; or (Biii) shall impose, modify impose on such Lender (or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank its Applicable Lending Office) or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition affecting this Agreement or its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loansany of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or in the case its Applicable Lending Office) of Regulation Dmaking, to impose a cost on or increase the cost to) such Bank of making Converting into, Continuing, or maintaining any LIBOR Loan, Libor Accounts or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes with respect theretoto any Libor Accounts, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), then Borrower shall pay for the account of to such Bank as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction, as then or previously incurred. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands Lender requests compensation by Borrower under this SectionSection 6.1(a), Borrower may at any timemay, upon at least three (3) Business Days' prior by notice to such Bank and Lender (with a copy to -------------- Administrative Agent), suspend the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, obligation of such BankLender to make or maintain Libor Accounts, together with all accrued and unpaid interest thereon or to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Convert Base Rate Loan Accounts into Libor Accounts, until the event or condition giving rise to such request ceases to be in an amount equal effect (in which case the provisions of Section 6.4 shall be ----------- applicable); provided that such suspension shall not affect the right of -------- such Lender to receive the aggregate principal amount of such LIBOR Loans, and, if Borrower compensation so elects, such Bank shall make such a Base Rate Loan to Borrowerrequested.

Increased Cost. If any Regulatory Change: (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR LoansAdvances, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, Advances or shall change the basis of taxation of payments payment to any Bank (or its Applicable Lending Office) of the principal of or interest on its LIBOR Loans Advances or any other amounts due under this Agreement in respect of its LIBOR Loans Advances or its obligation to make LIBOR Loans Advances (except for taxes on or changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank’s principal office or Applicable Lending Office is located); or (Bb) shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, including any reserve such requirement imposed by the Board of Governors of Board, but excluding with respect to any LIBOR Advance any such requirement to the Federal Reserve System), special deposit, capital or similar requirement extent included in calculating the applicable Adjusted LIBO Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the LC Bank or shall, with respect to shall impose on any Bank (or its Applicable Lending Office) or the Interbank Eurodollar market, impose, modify or deem applicable interbank LIBOR market any other condition affecting its LIBOR LoansAdvances, its Revolving Credit Notes or its obligation to make LIBOR LoansAdvances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or in the case of Regulation D, to impose a cost on or increase the cost toits Applicable Lending Office) such Bank of making or maintaining any LIBOR LoanAdvance or issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR LoansNotes, then, within fifteen (15) 30 days after notice demand by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other BanksAgent), Borrower the Borrowers shall pay for the account of to such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Borrowers’ Agent and the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which 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 or amountsamount, such Bank may use any reasonable averaging and attribution methods. (b) If . Failure on the part of any Bank demands to demand compensation under this Section, Borrower may at for any time, upon at least three (3) Business Days' prior notice increased costs or reduction in amounts received or receivable with respect to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, any Interest Period shall not constitute a waiver of such Bank, together with all accrued and unpaid interest thereon ’s rights to the date of prepayment and demand compensation for any funding losses and other increased costs or reduction in amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan received or receivable in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrowerany subsequent Interest Period.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):: (Ai) shall subject any Bank Lender or the L/C Issuer (or its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR Loansany Loan, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderany Loan whose interest is determined by reference to a Relevant Rate available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or shall change the basis of taxation of payments any amounts payable to any Bank of the principal of such Lender (or interest on its LIBOR Loans or any other amounts due Applicable Lending Office) under this Agreement or its Note in respect of its LIBOR Loans any Loan whose interest is determined by reference to a Relevant Rate (other than franchise taxes or its obligation to make LIBOR Loans (except for taxes imposed on or changes in measured by the rate of tax on the overall net income of such BankLender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); or; (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital compulsory loan, insurance charge or similar requirement against (other than as set forth in Section 6.1(d)) utilized in the determination of a Relevant Rate relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender or credit extended L/C Issuer (or committed to be extended byits Applicable Lending Office), any Bank including the Commitment of such Lender hereunder; or (iii) shall impose on such Lender or shallL/C Issuer (or its Applicable Lending Office), with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable interbank market any other condition affecting its LIBOR Loans, its Revolving Credit Notes this Agreement or its obligation to make LIBOR LoansNote or any of such extensions of credit or liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or in the case its Applicable Lending Office) of Regulation Dmaking, to impose a cost on or increase the cost to) such Bank of making Converting into, Continuing or maintaining any LIBOR Loan, Loan whose interest is determined by reference to a Relevant Rate or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, to any Loan whose interest is determined by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to LIBOR Reserve Percentage in a Relevant Rate, then the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of to such Bank as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify BorrowerIf any Lender requests compensation by the Borrower under this Section 6.1(a), the Agent and all of the other Banks of any event of which it has knowledgeBorrower may, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior by notice to such Bank and Lender (with a copy to the Agent), repay in full its then outstanding LIBOR suspend the obligation of such Lender to make or maintain any Loan whose interest is determined by reference to the applicable Relevant Rate, or to Convert Base Rate Loans into Libor Loans, as until the event or condition giving rise to such request ceases to be in effect (in which case may be, the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Bank, together with all accrued and unpaid interest thereon Lender to receive the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower compensation so elects, such Bank shall make such a Base Rate Loan to Borrowerrequested.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):directive (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three two (32) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.funding

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): : (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loansthis Agreement, its Revolving any Letter of Credit, any participation in a Letter of Credit Notes or its obligation to make any LIBOR Loans hereunder, made by it or shall change the basis of taxation of payments to any Bank or any Issuing Bank in respect thereof (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 Indemnified Taxes or changes Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of tax on the overall net income of of, any Excluded Tax payable by or with respect to amounts payable to such Bank or such Issuing Bank); or or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or any Issuing Bank or (iii) shall, with respect to any Bank, any Issuing Bank or the Interbank Eurodollar market, London interbank market impose, modify or deem applicable any other condition affecting its this Agreement or such Bank’s LIBOR Loans, its Revolving Loans or any Letter of Credit Notes or its obligation to make LIBOR Loansparticipation therein; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect theretoAgreement, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after then upon notice by such Bank or such Issuing Bank to Borrower together with a copy the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the official notice Requirements of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Law, Borrower shall pay for the account of such Bank or such Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Bank or such Issuing Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):: (Ai) shall subject any Bank Lender or the L/C Issuer (or its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR Loansany Loan whose interest is determined by reference to the Libor Base Rate or the IBOR Base Rate, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderany Loan whose interest is determined by reference to the Libor Base Rate or the IBOR Base Rate available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or shall change the basis of taxation of payments any amounts payable to any Bank of the principal of such Lender (or interest on its LIBOR Loans or any other amounts due Applicable Lending Office) under this Agreement or its Note in respect of its LIBOR Loans any Loan whose interest is determined by reference to the Libor Base Rate or its obligation to make LIBOR Loans the IBOR Base Rate (except for other than franchise taxes or taxes imposed on or changes in measured by the rate of tax on the overall net income of such BankLender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); or; (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital assessment or similar requirement against (other than the (A) Eurocurrency Reserve Percentage utilized in the determination of the Libor Rate or the IBOR Rate and (B) the requirements of the Bank of England and the Financial Services Authority or the European Central Bank reflected in the Mandatory Cost, other than as set forth on Schedule 1.1B) relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, such Lender or credit extended L/C Issuer (or committed to be extended byits Applicable Lending Office), any Bank including the Commitment of such Lender hereunder; (iii) shall impose on such Lender or shallL/C Issuer (or its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable IBOR Rate) any other condition affecting its LIBOR Loans, its Revolving Credit Notes this Agreement or its obligation Note or any of such extensions of credit or liabilities or commitments; or (iv) shall result in the failure of the Mandatory Cost, as calculated hereunder, to make LIBOR represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Libor Loans; . and the result of any of the foregoing is to increase the cost to such Lender (or in the case its Applicable Lending Office) of Regulation Dmaking, to impose a cost on or increase the cost to) such Bank of making Converting into, Continuing or maintaining any LIBOR Loan, Loan whose interest is determined by reference to the Libor Base Rate or the IBOR Base Rate or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this Agreement or under its Notes Note with respect thereto, to any Loan whose interest is determined by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 Libor Base Rate or the interest rate applicable to LIBOR LoansIBOR Base Rate, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of then the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of to such Bank as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify BorrowerIf any Lender requests compensation by the Borrower under this Section 6.1(a), the Agent and all of the other Banks of any event of which it has knowledgeBorrower may, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior by notice to such Bank and Lender (with a copy to the Agent), repay in full its then outstanding LIBOR suspend the obligation of such Lender to make or maintain any Loan whose interest is determined by reference to the Libor Base Rate or the IBOR Base Rate, or to Convert Base Rate Loans into Libor Loans or IBOR Loans, as until the event or condition giving rise to such request ceases to be in effect (in which case may be, the provisions of Section 6.4 shall be applicable); provided that such suspension shall not affect the right of such Bank, together with all accrued and unpaid interest thereon Lender to receive the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower compensation so elects, such Bank shall make such a Base Rate Loan to Borrowerrequested.

Increased Cost. (a) If after If, subsequent to the effective date hereofof this Agreement, the adoption introduction of, any change in or the implementation of any applicable law, rule or regulation, treaty or any change therein, official directive or any change regulatory requirement of general application now or hereafter in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive effect (whether or not having the force of law) of or any such Governmental Authoritychange in the interpretation or application thereof by any court or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by any Lender with any request from any central bank or comparable agency other fiscal, monetary or other authority (a "Regulatory Change"whether or not having the force of law): (Aa) shall subject any Bank subjects a Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunderTax, or shall change changes the basis of taxation (through Taxes) of payments due to such Lender or increases any Bank existing Tax, on payments of the principal of principal, interest or interest on its LIBOR Loans or any other amounts due payable by the Borrower to such Lender 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 Bank); orAgreement; (Bb) shall imposeimposes, modify modifies or deem deems applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital adequacy, regulatory or similar requirement against assets ofor liabilities held by, or deposits with in or for the account of, or credit extended loans to, or committed any other acquisition of funds for loans or commitments to be extended by, fund loans or obligations in respect of bankers’ acceptances accepted by a Lender; or (c) imposes on a Lender any Bank or shall, other condition with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loansthis Agreement; and the result of any (a), (b), or (c) is, in the sole determination of the foregoing is such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income or return which is receivable by such Lender in respect of a Borrowing, such Lender shall promptly notify the Agent. The Agent shall promptly notify the Borrower and the Borrower shall pay to the Agent for the benefit of such Lender that amount which compensates such Lender for such additional cost or reduction in income (or “ Additional Compensation”) on the next Libor Interest Date in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Libor Loan, or and on the next Interest Date in any other case (and each such successive date, if and as applicable). The Borrower shall not be obligated to reduce pay any portion of such Additional Compensation accruing under this Section 10.2 for any period prior to the date which is ninety (90) days prior to the date on which the Agent, on behalf of such Lender, gives notice to the Borrower that such Additional Compensation is so accruing. A certificate by a duly authorized officer of such Lender prepared in good faith setting forth the amount of any sum received or receivable the Additional Compensation and the basis for it must be submitted by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bankthe Agent to the Borrower and is conclusive evidence, in its good faith judgmentthe absence of manifest error, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion amount of the reference to LIBOR Reserve Percentage in Additional Compensation. Such Lender shall, for the purposes of the calculation of Additional Compensation and to the interest rate applicable extent contractually permitted, treat the Borrower in a manner consistent with other borrowers of such Lender having credit facilities with such Lender comparable to LIBOR Loansthe credit facilities hereunder. If the Agent notifies the Borrower that Additional Compensation is owed, then, within fifteen (15) days after notice by the Borrower shall pay such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy Additional Compensation to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, Lender and the Agent and all of Borrower shall have the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any timeright, upon written irrevocable prior notice of at least three (3) Business Days' prior notice Days to such Bank and the Agent at the Agent’s Branch of Account, repay to make payment in full its then outstanding LIBOR Loans, as to the case may be, Agent for the account of such Bank, Lender in respect of the applicable Borrowing on the date specified in such notice together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans in respect of such Bank, Borrower may borrow from Borrowing or to convert such Bank a Base Rate Loan in an amount equal to the aggregate principal amount Borrowing into another basis of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to BorrowerBorrowing available under this Agreement.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule rule, or regulation, or any change therein, or any change in the interpretation or of administration thereof by any Governmental Authoritygovernmental authority, central bank bank, or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authorityauthority, central bank bank, or comparable agency (a "Regulatory Change"):agency: (Ai) shall subject any Bank to any tax, duty duty, or other charge with respect to its LIBOR Loans, its Revolving Credit Notes IBOR Rate Loans or its obligation to make LIBOR Loans hereunderIBOR Rate Loans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR IBOR Rate Loans or any other amounts due under this Agreement in respect of to its LIBOR Loans IBOR Rate Loans, or its obligation to make LIBOR IBOR Rate Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank imposed by the jurisdiction in which Bank's principal executive office is located); or (Bii) shall impose, impose or modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any by Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loanits IBOR Rate Loans, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) 15 days after notice demand by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Bank, Borrower Company shall pay for the account of such to Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks Company of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionsection. In determining A certificate of Bank claiming compensation under this section defining such amount or amounts, such Bank may use any reasonable averaging reason for said compensation and attribution methods. (b) setting forth the additional amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. If any Bank demands compensation under this Sectionsection, Borrower Company may at any time, upon at least three (3) Business five Banking Days' prior notice to such Bank and the AgentBank, repay in full its the then outstanding LIBOR Loans, as the case may be, IBOR Rate Loans of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6prepayment. Concurrently with repaying such LIBOR Loans of such BankIf not then in default, Borrower Company may borrow from such Bank repay the affected IBOR Rate Loan by requesting a Base Prime Rate Loan in an amount equal principal amount. Upon any such repayment, Company also shall pay all accrued interest to the aggregate principal amount date of the repayment, plus such LIBOR Loansadditional amounts as may be necessary to compensate Bank for any loss and any direct or indirect costs, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrowerincluding the cost of re-employment of the repaid funds at lower Interest Rates.

Increased Cost. (a) If (i) Regulation D or (ii) after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency (a "“Regulatory Change"”): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 any such Bank imposed by the jurisdiction in which such Bank’s principal executive office is located); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to shall impose on any Bank or on the Interbank Eurodollar market, impose, modify United States market for certificates of deposit or deem applicable the interbank market for Eurocurrency deposits any other condition affecting its LIBOR any Bank’s Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost toon) such any Bank of making or maintaining any LIBOR Loan, Loan or to reduce the amount of any sum received or receivable by such any Bank under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage Percentage” in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) 15 days after notice demand by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Bank, Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Any Bank will promptly notify BorrowerAgent, the Agent and all of the other Banks who in turn shall promptly notify Borrower of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. A certificate of such Bank claiming compensation under this Section and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. Upon reasonable request of Borrower, each Bank claiming additional compensation under this Section shall provide to Borrower additional information with respect to the determination of such additional amount or amounts. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) two Eurocurrency Business Days' ’ prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of Loans from such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.62.10. Concurrently with repaying such LIBOR Loans of such BankLoans, Borrower may borrow from such Bank a Base Rate Prime Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, and such Bank shall make such a Base Rate Loan to BorrowerPrime Loan.

Increased Cost. xx) (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):Law shall: (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital deposit or liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or shall, with respect to any Issuing Bank; (ii) impose on any Lender or any Issuing Bank or the Interbank Eurodollar market, impose, modify London or deem other applicable offshore interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Lender, the Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its LIBOR Loansloans, its Revolving Credit Notes loan principal, letters of credit, commitments or other obligations, or its obligation to make LIBOR Loansdeposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is shall be to increase the cost to such Lender of making, continuing, converting or maintaining any Loan (or in the case of Regulation D, maintaining its obligation to impose a cost on make any such Loan) or to increase the cost to) to such Lender or such Issuing Bank of making participating in, issuing or maintaining any LIBOR Loan, Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank under this Agreement hereunder (whether of principal, interest or under its Notes with respect theretootherwise), in each case by an amount deemed by such Bank, that Lender or Issuing Bank in its good faith judgment, to be material, and if then the Borrower will pay to such Bank is not otherwise fully compensated for Lender or such increase in cost or reduction in amount received or receivable by virtue of Issuing Bank, as the inclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interestcase may be, such additional amount or amounts as will compensate such Bank for Lender or such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR LoansIssuing Bank, as the case may be, of for such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borroweradditional costs incurred or reduction suffered.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):Law shall: (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or shall, with respect to any Issuing Bank; (ii) impose on any Lender or any Issuing Bank or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit or participation therein; or (iii) subject any Lender, the Issuing Bank or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its LIBOR Loansloans, its Revolving Credit Notes loan principal, letters of credit, commitments or other obligations, or its obligation to make LIBOR Loansdeposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is shall be to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or such Issuing Bank under this Agreement hereunder (whether of principal, interest or under its Notes with respect theretootherwise), in each case by an amount deemed by such Bank, that Lender or Issuing Bank in its good faith judgment, to be material, and if then the Borrower will pay to such Bank is not otherwise fully compensated for Lender or such increase in cost or reduction in amount received or receivable by virtue of Issuing Bank, as the inclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interestcase may be, such additional amount or amounts as will compensate such Bank Lender or such Issuing Bank, as the case may be, for such increased cost additional costs incurred or reduction. Each reduction suffered. (b) If any Lender or any Issuing Bank will promptly notify Borrowerdetermines that any Change in Law regarding capital, liquidity requirements or other requirements of law has or would have the Agent effect of reducing the rate of return on such Lender’s or such Issuing Bank’s capital or on the capital of such Lender’s or such Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and all the policies of such Lender’s or such Issuing Bank’s holding company including those with respect to capital adequacy), in each case by an amount deemed by that Lender in good faith to be material, then from time to time the other Banks Borrower will, without duplication of any event of which it has knowledge, occurring after payments required to be made by the effective date Borrower pursuant to Section 2.18 hereof, which pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will entitle compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered. (c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensation pursuant compensate such Lender or such Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and setting forth the basis for the determination thereof, together with supporting calculations, shall be delivered to this Sectionthe Borrower and shall be conclusive absent manifest error. In determining such amount or amounts, such Lender or such Issuing Bank shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, . The Borrower may at any time, upon at least three (3) Business Days' prior notice to shall pay such Bank and the Agent, repay in full its then outstanding LIBOR LoansLender or such Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (d) Failure or delay on the part of any Lender or any Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Bank, together with all accrued and unpaid interest thereon ’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of prepayment the Change in Law giving rise to such increased costs or reductions and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Lender’s or such Issuing Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal ’s intention to the aggregate principal amount of such LIBOR Loans, andclaim compensation therefor; provided further that, if Borrower so electsthe Change in Law giving rise to such increased costs or reductions is retroactive, such Bank then the 180-day period referred to above shall make such a Base Rate Loan be extended to Borrowerinclude the period of retroactive effect thereof.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, Borrower and the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower. (c) At the time it becomes a party to this Agreement, each Bank that is organized under the laws of a jurisdiction outside the United States shall deliver to the Agent and Borrower either a valid and currently effective Internal Revenue Service Form 1001 or Form 4224 or, in the case of a Bank claiming exemption from U.S. Federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of "portfolio interest", a Form W-8, or any subsequent version thereof or successors thereto, (and if such Bank delivers a Form W-8, a certificate representing that such Bank is not a bank for purposes of Section 881(c) of the Code, is not a 10-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower and is not a controlled foreign corporation related to Borrower (within the meaning of Section 864(d)(4) of the Code)), properly completed and duly executed by such Bank establishing that payments relating to this Agreement are (i) not subject to United States Federal withholding tax under the Code because such payment is effectively connected with the conduct by such Bank of a trade or business in the United States or (ii) totally exempt from United States Federal withholding tax. (d) Notwithstanding anything to the contrary contained in this Section 5.9, Borrower shall not be required to pay any additional amounts to any Bank in respect of United States Federal withholding tax if the obligation to pay such additional amounts would not have arisen but for a failure by such Bank to comply with the provisions of paragraph (c) above. (e) Any Bank claiming any additional amounts payable pursuant to this Section 5.9 or under Section 5.11 below shall use reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or documents requested by Borrower or to change the jurisdiction of its applicable lending office if the making of such a filing or change would avoid the need for or reduce the amount of any such additional amounts which may thereafter accrue and would not, in the sole determination of such Bank, be otherwise disadvantageous to such Bank.

Increased Cost. (a) If after the effective date hereof, the adoption of Closing Date any change in applicable law, rule regulation or regulation, regulatory requirement or any change therein, or any change in the interpretation or administration application thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):Authority shall: (Aa) shall subject any Bank Lender or Participant to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall Taxes; or (b) change the basis of taxation to any Lender or Participant of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts payment due under or to become due pursuant to this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes other than a change in the rate basis effected by the United States of tax on America, the overall net income State or the City of New York or any governmental subdivision or other taxing authority having jurisdiction over such BankLender or Participant (unless such jurisdiction is asserted solely by reason of the activities of any Security Party) or such other jurisdiction where the Advances may be payable); or (Bc) shall impose, modify or deem applicable any reserve (including, without limitation, or capital adequacy requirements or require the making of any reserve imposed by the Board special deposits against or in respect of Governors of the Federal Reserve System), special deposit, capital any assets or similar requirement against assets liabilities of, deposits with or for the account of, or credit extended or committed to be extended loans by, any Bank Lender or shall, with respect to Participant; or (d) impose on any Bank Lender or the Interbank Eurodollar market, impose, modify or deem applicable Participant any other condition affecting its LIBOR Loans, its Revolving Credit Notes the Facility or its obligation to make LIBOR Loansany part thereof; and the result of any of the foregoing is either to increase the cost to (such Lender or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Participant of making available or maintaining the Facility or any LIBOR Loan, part thereof or to reduce the rate of return on assets or equity of such Lender or Participant or the amount of any sum payment received or receivable by such Bank under this Agreement Lender or under its Notes with respect theretoParticipant, by an amount deemed by then and in any such Bank, in its good faith judgment, to be material, and case if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received the opinion of such Lender or receivable by virtue Participant materially affects the interests of such Lender or Participant under or in connection with this Agreement: (i) such Lender or Participant shall notify the Borrower and the Facility Agent in writing of the inclusion happening of such event; (ii) the Borrowers agree forthwith upon receipt of notice from such Lender or Participant as aforesaid to pay to such Lender or Participant such amount as such Lender or Participant certifies to be necessary to compensate such Lender or Participant for such additional cost or such reduction. Any such notice referred to in subsections (i) and (ii) of this Section 12.2 may be made by a Lender or Participant which notice shall set forth in reasonable detail the amount or amount necessary to compensate such Lender or Participant at any time before or within one (1) year after any repayment of the reference outstanding Facility Amount; provided, however, that before making any such demand, such Lender agrees to LIBOR Reserve Percentage in use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account making of such Bank as additional interestdesignation would avoid the need for, such additional or reduce the amount or amounts as will compensate such Bank for of, such increased cost or reduction. Each Bank will promptly notify Borrowersuch reduction and would not, in the Agent and all judgment of the other Banks of any event of which it has knowledgesuch Lender, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice be otherwise disadvantageous to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to BorrowerLenders.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulationintroduction of, or any change thereinin, applicable law, regulation, treaty or any change official directive or regulatory requirement now or hereafter in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive effect (whether or not having the force of law) of or in the interpretation or application thereof by any such Governmental Authoritycourt or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by a Lender with any request from any central bank or comparable agency other fiscal, monetary or other regulatory authority (other than a "Regulatory Change"change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law): (Aa) shall subject subjects any Bank Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunderTax, or shall change changes the basis of taxation of payments due to such Lender or increases any Bank existing Tax, on payments of the principal of principal, interest or interest on its LIBOR Loans or any other amounts due payable by a Borrower to such Lender under this Agreement (in respect of its LIBOR Loans or its obligation to make LIBOR Loans (each case, except for taxes on or changes in the rate of tax Taxes on the overall net income or capital of such BankLender); or, (Bb) shall imposeimposes, modify modifies or deem deems applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, regulatory, capital or similar requirement against assets of, held by or deposits with in or for the account of, or credit extended or committed to be extended loans bearing interest at a rate fixed on the basis of the London interbank market rates by, or any Bank other acquisition of funds for loans bearing interest at a rate fixed on the basis of the London interbank market rates or shallany commitments or authorizations in respect thereof by any Lender or an office of any Lender, or (c) imposes on any Lender any other condition with respect to any Bank this Agreement (except for Taxes on the net income or the Interbank Eurodollar marketcapital of such Lender), impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing Sections 7.2 (a), (b) or (c) is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, Lender or to reduce the amount of any sum received or income receivable by such Bank under this Agreement Lender in respect of a Libor Loan or under its Notes with respect theretoBA Equivalent Loan by any amount, by an the applicable Borrower shall pay to the Canadian Agent or the U.S. Agent, as the case may be, for the account of any such Lender, that amount deemed by which compensates such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated Lender for such increase in additional cost or reduction in income (“Additional Compensation”) arising and calculated as and from a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to in the following sentence. Upon any Lender having determined that it is entitled to Additional Compensation, it shall promptly notify the Canadian Agent or the U.S. Agent, as the case may be, and such Agent shall promptly notify the applicable Borrower. A certificate by any manager of such Lender setting forth the amount received or receivable by virtue of the inclusion Additional Compensation and the basis for it shall be submitted by such Lender to such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the reference to LIBOR Reserve Percentage in the calculation amount of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of Additional Compensation and the applicable change in law (if applicable) and a work sheet showing how Agent shall debit, from the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify applicable Borrower’s accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation notifies a Borrower pursuant to this Section. In determining such amount or amountsSection 7.2, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any timeshall have the right, upon written irrevocable notice to that effect delivered to such Agent at least three (3) 10 Business Days' Days prior notice to the end of such Bank Libor Interest Period, to repay or convert such Lender’s Participation in any such Libor Loan in full, together with payment of accrued interest and the AgentAdditional Compensation to the date of payment, repay in full its then outstanding LIBOR to U.S. Base Rate Loans which do not suffer the same defect or U.S. Prime Rate Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan denominated in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.U.S.$.

Increased Cost. If (a) If Regulation D or (b) after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency (a "“Regulatory Change"”): (Ai) shall subject any Bank to any tax, duty or other charge with respect to its the LIBOR Loans, its Revolving Credit Notes the Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its the LIBOR Loans or any other amounts due under this Agreement in respect of its the 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 BankBank imposed by the jurisdiction under the laws of which Bank is organized or any political subdivision thereof); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the The Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, shall impose, modify or deem applicable any other condition affecting its the LIBOR Loans, its Revolving Credit Notes the Note or its Bank’s obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes the Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage Percentage” in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy Borrower, which notice shall set forth Bank’s supporting calculations in reasonable detail and the details of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each The determination by Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): : (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loansthis Agreement, its Revolving any Letter of Credit, any participation in a Letter of Credit Notes or its obligation to make any LIBOR Loans hereunder, made by it or shall change the basis of taxation of payments to any Bank or any Issuing Bank in respect thereof (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 Indemnified Taxes or changes Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of tax on the overall net income of of, any Excluded Tax payable by or with respect to amounts payable to such Bank or such Issuing Bank); or or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or any Issuing Bank or (iii) shall, with respect to any Bank, any Issuing Bank or the Interbank Eurodollar market, London interbank market impose, modify or deem applicable any other condition affecting its this Agreement or such Bank’s LIBOR Loans, its Revolving Loans or any Letter of Credit Notes or its obligation to make LIBOR Loansparticipation therein; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or such Issuing Bank of participating in, issuing or 40 maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect theretoAgreement, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after then upon notice by such Bank or such Issuing Bank to Borrower together with a copy the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the official notice Requirements of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Law, Borrower shall pay for the account of such Bank or such Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Bank or such Issuing Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable lawLaw, rule or regulation, or any change thereinin any applicable Law, or any change in the interpretation or administration thereof of any applicable Law by any Governmental Authority, central bank bank, or comparable agency charged with the interpretation or administration thereofof such Law, or the compliance by any Bank Lender with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank bank, or comparable agency (a "Regulatory Change"):agency: (Ai) shall subject any Bank Lender to any tax, duty duty, or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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, or change the basis of taxation of any amounts payable to it under this Agreement in respect of any such Loans (except for taxes other than Taxes imposed on or changes in the rate of tax on the its overall net income of such Bankby the jurisdiction in which Lender has its principal office); or; (Bii) shall impose, modify modify, or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital assessment, or similar requirement against relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities or commitments of, Lender; (iii) shall impose on Lender or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank on the U. S. market for certificates of deposit or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition affecting its LIBOR Loansthis Agreement or any of the extensions of credit, its Revolving Credit Notes liabilities or its obligation to make LIBOR Loanscommitments under this Agreement; and the result of any of the foregoing is to increase the cost to (or in the case Lender of Regulation Dmaking, to impose a cost on or increase the cost to) such Bank of making Converting into, Continuing, or maintaining any LIBOR Loan, Loans or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to any LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), then Borrower shall pay for the account of to Lender on demand such Bank as additional interest, such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify BorrowerIf Lender requests compensation by Borrower under this Section 3.12, Borrower may, by notice to Lender, suspend the Agent and all obligation of Lender to make or Continue Loans of the other Banks Type with respect to which such compensation is requested, or to Convert Loans of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Type into Loans of such BankType, Borrower may borrow from until the event or condition giving rise to such Bank a Base Rate Loan request ceases to be in an amount equal effect (in which case the provisions of Section 3.15 shall be applicable); provided that such suspension shall not affect the right of Lender to receive the aggregate principal amount of compensation so requested for which it is entitled to prior to such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to notice by Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulationintroduction of, or any change thereinin, applicable law, regulation, treaty or any change official directive or regulatory requirement now or hereafter in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive effect (whether or not having the force of law) of or in the interpretation or application thereof by any such Governmental Authoritycourt or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by a Lender with any request from any central bank or comparable agency other fiscal, monetary or other regulatory authority (other than a "Regulatory Change"change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law): (Aa) shall subject subjects any Bank Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunderTax, or shall change changes the basis of taxation of payments due to such Lender or increases any Bank existing Tax, on payments of the principal of principal, interest or interest on its LIBOR Loans or any other amounts due payable by a Borrower to such Lender under this Agreement (in respect of its LIBOR Loans or its obligation to make LIBOR Loans (each case, except for taxes on or changes in the rate of tax Taxes on the overall net income or capital of such BankLender); or, (Bb) shall imposeimposes, modify modifies or deem deems applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, regulatory, capital or similar requirement against assets of, held by or deposits with in or for the account of, or credit extended or committed to be extended loans bearing interest at a rate fixed on the basis of the London interbank market rates by, or any Bank other acquisition of funds for loans bearing interest at a rate fixed on the basis of the London interbank market rates or shallany commitments or authorizations in respect thereof by any Lender or an office of any Lender, or (c) imposes on any Lender any other condition with respect to any Bank this Agreement (except for Taxes on the net income or the Interbank Eurodollar marketcapital of such Lender), impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing Sections 7.2 (a), (b) or (c) is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, Lender or to reduce the amount of any sum received or income receivable by such Bank under this Agreement Lender in respect of a Libor Loan or under its Notes with respect theretoCOF Loan by any amount, by an the applicable Borrower shall pay to the Canadian Administrative Agent or the U.S. Administrative Agent, as the case may be, for the account of any such Lender, that amount deemed by which compensates such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated Lender for such increase in additional cost or reduction in income ("Additional Compensation") arising and calculated as and from a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to in the following sentence. Upon any Lender having determined that it is entitled to Additional Compensation, it shall promptly notify the Canadian Administrative Agent or the U.S. Administrative Agent, as the case may be, and such Agent shall promptly notify the applicable Borrower. A certificate by any manager of such Lender setting forth the amount received or receivable by virtue of the inclusion Additional Compensation and the basis for it shall be submitted by such Lender to such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the reference to LIBOR Reserve Percentage in the calculation amount of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of Additional Compensation and the applicable change in law (if applicable) and a work sheet showing how Agent shall debit, from the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify applicable Borrower's accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation notifies a Borrower pursuant to this Section. In determining such amount or amountsSection 7.2, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any timeshall have the right, upon written irrevocable notice to that effect delivered to such Agent at least three (3) 10 Business Days' Days prior notice to the end of such Bank Interest Period, to repay or convert such Lender's Participation in any such Libor Loan or COF Loan in full, together with payment of accrued interest and the AgentAdditional Compensation to the date of payment, repay in full its then outstanding LIBOR to COF Loans which do not suffer the same defect or Alternate Base Rate Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan denominated in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.U.S.$.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule (i) Regulation D or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of lawii) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): : (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank 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 Bank); or or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its such Bank’s LIBOR Loans, its Revolving Credit Notes such Bank’s Note or its such Bank’s obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to “LIBOR Reserve Percentage Percentage” in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this SectionSection 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Days' Day’s prior notice to such Bank and the AgentBank, repay in full convert its then outstanding LIBOR Loans, as the case may be, of Loans to Prime Loans in an equal principal amount. Interest accrued on each such Bank, together with all accrued LIBOR Loan prior to any such conversion shall be due and unpaid interest thereon to payable on the date of prepayment and such conversion together with any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower2.10 and this Section 2.13.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule (i) Regulation D or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of lawii) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):: (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its such Bank's LIBOR Loans, its Revolving Credit Notes such Bank's Note or its such Bank's obligation to make LIBOR Loans; 78 and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy Borrower, which notice shall set forth such Bank's supporting calculations and the details of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this SectionSection 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Days' Day's prior notice to such Bank and the AgentBank, repay in full convert its then outstanding LIBOR Loans, as the case may be, of Loans to Floating Rate Loans in an equal principal amount. Interest accrued on each such Bank, together with all accrued LIBOR Loan prior to any such conversion shall be due and unpaid interest thereon to payable on the date of prepayment and such conversion together with any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower2.10 and this Section 2.13.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulationintroduction of, or any change thereinin, applicable law, regulation, treaty or any change official directive or regulatory requirement now or hereafter in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive effect (whether or not having the force of law) of or in the interpretation or application thereof by any such Governmental Authoritycourt or by any judicial or governmental authority charged with the interpretation or administration thereof, or if compliance by a Lender with any request from any central bank or comparable agency other fiscal, monetary or other regulatory authority (other than a "Regulatory Change"change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law): (Aa) shall subject subjects any Bank Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunderTax, or shall change changes the basis of taxation of payments due to such Lender or increases any Bank existing Tax, on payments of the principal of principal, interest or interest on its LIBOR Loans or any other amounts due payable by a Borrower to such Lender under this Agreement (in respect of its LIBOR Loans or its obligation to make LIBOR Loans (each case, except for taxes on or changes in the rate of tax Taxes on the overall net income or capital of such BankLender); or, (Bb) shall imposeimposes, modify modifies or deem deems applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, regulatory, capital or similar requirement against assets of, held by or deposits with in or for the account of, or credit extended or committed to be extended loans bearing interest at a rate fixed on the basis of the London interbank market rates by, or any Bank other acquisition of funds for loans bearing interest at a rate fixed on the basis of the London interbank market rates or shallany commitments or authorizations in respect thereof by any Lender or an office of any Lender, or (c) imposes on any Lender any other condition with respect to any Bank this Agreement (except for Taxes on the net income or the Interbank Eurodollar marketcapital of such Lender), impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing Sections 7.2 (a), (b) or (c) is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, Lender or to reduce the amount of any sum received or income receivable by such Bank under this Agreement Lender in respect of a Libor Loan by any amount, the applicable Borrower shall pay to the Canadian Agent or under its Notes with respect theretothe U.S. Agent, by an as the case may be, for the account of any such Lender, that amount deemed by which compensates such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated Lender for such increase in additional cost or reduction in income ("Additional Compensation") arising and calculated as and from a date which shall not be earlier than the 30th day preceding the date the applicable Borrower receives the notice referred to in the following sentence. Upon any Lender having determined that it is entitled to Additional Compensation, it shall promptly notify the Canadian Agent or the U.S. Agent, as the case may be, and such Agent shall promptly notify the applicable Borrower. A certificate by any manager of such Lender setting forth the amount received or receivable by virtue of the inclusion Additional Compensation and the basis for it shall be submitted by such Lender to such Agent and forwarded by such Agent, to the applicable Borrower and, absent manifest error, shall be prima facie evidence of the reference to LIBOR Reserve Percentage in the calculation amount of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of Additional Compensation and the applicable change in law (if applicable) and a work sheet showing how Agent shall debit, from the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify applicable Borrower's accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation notifies a Borrower pursuant to this Section. In determining such amount or amountsSection 7.2, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any timeshall have the right, upon written irrevocable notice to that effect delivered to such Agent at least three (3) 10 Business Days' Days prior notice to the end of such Bank Libor Interest Period, to repay or convert such Lender's Participation in any such Libor Loan in full, together with payment of accrued interest and the AgentAdditional Compensation to the date of payment, repay in full its then outstanding LIBOR to U.S. Base Rate Loans which do not suffer the same defect or U.S. Prime Rate Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan denominated in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.U.S.$.

Increased Cost. (a) If after the effective date hereof, the adoption of any change in applicable law, rule regulation or regulationregulatory requirement, any guideline, request or directive by any central bank or any change therein, governmental or any change other authority or in the interpretation or administration application thereof by any Governmental Authoritygovernmental or other authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):shall: (Aa) shall subject any Bank a Lender to any tax, duty or other charge Taxes with respect to its LIBOR Loansincome from the Credit Facility or any part thereof, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall or (b) change the basis of taxation to a Lender of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts payment due under or to become due pursuant to this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes other than a change in the rate basis effected by the jurisdiction of tax on the overall net income incorporation of such BankLender or the domicile of the Lender’s office through which the Lender’s Commitment is made or any governmental subdivision or other taxing authority having jurisdiction over such Lender (unless such jurisdiction is asserted solely by reason of the activities of the Borrower or any of the Subsidiaries) or such other jurisdiction where the Credit Facility may be payable); , or (Bc) shall impose, modify or deem applicable any reserve (including, without limitation, requirements or require the making of any reserve imposed by the Board special deposits against or in respect of Governors of the Federal Reserve System), special deposit, capital any assets or similar requirement against assets liabilities of, deposits with or for the account of, or credit extended or committed to be extended loans by, any Bank or shallLender, with respect to or (d) impose on any Bank or the Interbank Eurodollar market, impose, modify or deem applicable Lender any other condition affecting its LIBOR Loansthe Commitment or any portion of any Advance thereunder, its Revolving Credit Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing is either to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making available or maintaining any LIBOR Loan, its Commitment or to reduce the amount of any sum payment received or receivable by such Bank under this Agreement or under its Notes with respect theretoLender, by an amount deemed by then and in any such Bank, in its good faith judgment, to be material, and case if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received the opinion of such Lender materially affects the interests of such Lender under or receivable by virtue in connection with this Agreement: (i) such Lender shall notify the Borrower and the Administrative Agent of the inclusion happening of such event, (ii) the Borrower agrees forthwith upon demand to pay to such Lender such amount as such Lender certifies to be necessary to compensate such Lender for such additional cost or such reduction, and (iii) any such demand as is referred to in this Section 12.2 may be made by such Lender at any time before or after any repayment of the reference Advances. For the avoidance of doubt, this Section 12.2 shall apply to LIBOR Reserve Percentage all requests, rules, guidelines or directives concerning liquidity and capital adequacy issued by any United States regulatory authority (i) under or in connection with the calculation implementation of the interest rate applicable to LIBOR Loans, then, within fifteen ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and (15ii) days after notice by such Bank to Borrower together in connection with a copy the implementation of the official notice recommendations of the applicable change in law Bank for International Settlements or the Basel Committee on Banking Regulations and Supervisory Practices (if applicable) and a work sheet showing how the change in cost or reduction any successor or increase in amount received or receivable was calculated (with a copy to the Agent and all similar authority), regardless of the other Banks)date adopted, Borrower shall pay for the account of such Bank as additional interestissued, such additional amount promulgated or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methodsimplemented. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule (i) Regulation D or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of lawii) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):: (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its such Bank's LIBOR Loans, its Revolving Credit Notes such Bank's Note or its such Bank's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy the Administrative Agent and Borrower, which notice shall set forth such Bank's supporting calculations and the details of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this SectionSection 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Days' Day's prior notice to such Bank and the AgentBank, repay in full convert its then outstanding LIBOR Loans, as the case may be, of Loans to Prime Loans in an equal principal amount. Interest accrued on each such Bank, together with all accrued LIBOR Loan prior to any such conversion shall be due and unpaid interest thereon to payable on the date of prepayment and such conversion together with any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower2.10 and this Section 2.13.

Increased Cost. (a) If (i) Regulation D or (ii) after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes the Note or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Revolving Credit Notes the Note or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after upon notice by such Bank to Borrower Borrowers together with a copy Bank's calculation of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in increased cost or reduction or increase in of any amount to be received or receivable was calculated (with a copy by Bank, Borrowers shall promptly pay to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks Borrower of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower Borrowers may at any time, upon at least three two (32) Business Days' prior notice to such Bank and the AgentBank, repay in full its their then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.63.8. Concurrently with repaying such LIBOR Loans of such BankLoans, Borrower Borrowers may borrow from such Bank a Base Rate Prime Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower Borrowers so electselect, such Bank shall make such a Base Rate Prime Loan to BorrowerBorrowers.

Increased Cost. (a) If (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender with any request or directive (whether or not having the force of law) of any such Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (Ai) shall subject any Bank such Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit the Notes or its the obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank such 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 BankLender); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank such Lender or shall, with respect to any Bank or the Interbank Eurodollar market, such Lender impose, modify or deem applicable any other condition affecting its such Lender's LIBOR Loans, its Revolving Credit the Notes or its such Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under its any of the Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Lender to be material, and if such Bank Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Lender to Borrower together with a copy the Borrower, which notice shall set forth such Lender's supporting calculations and the details of the official notice of Regulatory Change, the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lenders for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all The determination by any Lender under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Lenders may use any reasonable averaging and attribution methods. (b) If any Bank Lender demands compensation under this Section, the Borrower may at any time, upon at least three one (31) Business Days' Day's prior notice to such Bank and the AgentLender, repay in full its convert their then outstanding LIBOR Loans, as the case may be, of Loans to Base Rate Loans in an equal principal amount. Interest accrued on such Bank, together with all accrued LIBOR Loan prior to such conversion shall be due and unpaid interest thereon to payable on the date of prepayment and such conversion together with any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower3.6.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):Law shall: (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall i. impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or shall, with respect to the Issuing Bank; or ii. impose on any Lender or the Issuing Bank or the Interbank Eurodollar market, impose, modify London interbank market any taxes or deem applicable any other condition (other than one relating to Excluded Taxes) affecting its LIBOR Loans, its Revolving this Agreement or Eurodollar Loans made by such Lender or any Letter of Credit Notes or its obligation to make LIBOR Loansparticipation therein; and the result of any of the foregoing is shall be to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the Issuing Bank under this Agreement hereunder (whether of principal, interest or under its Notes with respect theretootherwise), by an amount deemed by then the Borrower will pay to such Lender or the Issuing Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of as the inclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interestcase may be, such additional amount or amounts as will compensate such Bank Lender or the Issuing Bank, as the case may be, for such increased cost additional costs incurred or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methodsreduction suffered. (b) If any Lender or the Issuing Bank demands compensation under determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this SectionAgreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy), then from time to time the Borrower may at any time, upon at least three (3) Business Days' prior notice will pay to such Bank and Lender or the Agent, repay in full its then outstanding LIBOR LoansIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank, together with all accrued and unpaid interest thereon 's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of prepayment the Change in Law giving rise to such increased costs or reductions and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Lender's or the Issuing Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal 's intention to the aggregate principal amount of such LIBOR Loans, andclaim compensation therefor; provided further that, if Borrower so electsthe Change in Law giving rise to such increased costs or reductions is retroactive, such Bank then the 270-day period referred to above shall make such a Base Rate Loan be extended to Borrowerinclude the period of retroactive effect thereof.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):: (A) 1. shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to its LIBOR LoansEurodollar Rate Advances, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, Eurodollar Rate Advances or shall change the basis of taxation of payments payment to any Bank (or its Applicable Lending Office) of the principal of or interest on its LIBOR Loans Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its LIBOR Loans Eurodollar Rate Advances or its obligation to make LIBOR Loans Eurodollar Rate Advances (except for taxes on or changes in the rate of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the jurisdiction in which such Bank’s principal office or Applicable Lending Office is located); or (B) 2. shall impose, modify or deem applicable any reserve reserve, special deposit or similar requirement (including, without limitation, any reserve such requirement imposed by the Board of Governors of Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the Federal Reserve System), special deposit, capital or similar requirement extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the LC Bank or shall, with respect to shall impose on any Bank (or its Applicable Lending Office) or the Interbank interbank Eurodollar market, impose, modify or deem applicable market any other condition affecting its LIBOR LoansEurodollar Rate Advances, its Revolving Credit Notes or its obligation to make LIBOR LoansEurodollar Rate Advances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or in the case of Regulation D, to impose a cost on or increase the cost toits Applicable Lending Office) such Bank of making or maintaining any LIBOR LoanEurodollar Rate Advance or issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR LoansNotes, then, within fifteen (15) 30 days after notice demand by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other BanksAgent), Borrower the Borrowers shall pay for the account of to such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Borrowers’ Agent and the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which 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 or amountsamount, such Bank may use any reasonable averaging and attribution methods. (b) If . Failure on the part of any Bank demands to demand compensation under this Section, Borrower may at for any time, upon at least three (3) Business Days' prior notice increased costs or reduction in amounts received or receivable with respect to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, any Interest Period shall not constitute a waiver of such Bank, together with all accrued and unpaid interest thereon ’s rights to the date of prepayment and demand compensation for any funding losses and other increased costs or reduction in amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan received or receivable in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrowerany subsequent Interest Period.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):Law shall: (A1) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable appli- cable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital &-posit or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or shall, with respect to the Issuing Bank; or (2) impose on any Lender or the Issuing Bank or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition affecting its LIBOR Loans, its Revolving lids Agreement or Eurodollar Loans made by such Lender or any Letter of Credit Notes or its obligation to make LIBOR Loansparticipation therein; and the result of any of the foregoing is shall be to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Under or the Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or the ISSUING Bank under this Agreement iii respect thereof (whether of principal, interest or under its Notes with respect theretootherwise), by an amount deemed by then the Borrower will pay to such Lender or the Issuing Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of as the inclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interestcase may be, such additional amount or amounts as will compensate such Bank Lender or the Issuing Bank, as the case may be, for such increased cost additional costs incurred or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methodsreduction suffered. (b) If any Lender or the Issuing Bank demands compensation under determines that any Change in Law regarding capital requirements has or would have the effect of reducing the ran of return on such Lender's or the Issuing Bank's capital or on the capital of such Lender's or the Issuing Bank's holding company, if any, as a consequence of this SectionAgreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company could have achieved but for such Change in Law (taking into consideration such Lender's or the Issuing Bank's policies and the policies of such Lender's or the Issuing Bank's holding company with respect to capital adequacy), then from time to time the Borrower may at any time, upon at least three (3) Business Days' prior notice will pay to such Bank and Lender or the Agent, repay in full its then outstanding LIBOR LoansIssuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such reduction suffered. (c) A certificate of a Lender or the Issuing, Bank setting forth the amount or amounts necessary to compensate such Lender or the Issuing Bank or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or the Issuing Bank, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof. (d) Failure or delay on the part of any Lender or the Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's or the Issuing Bank's right to demand such compensation, together with all accrued and unpaid interest thereon PROVIDED that the Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs or reduc tions incurred more than 180 days prior to the date that such Lender or the Issuing Bank, as the case may be, notifies the Borrower of prepayment the Change in Law giving rise to such increased costs or reductions and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Lender's or the Issuing Bank's intention to claim compensation therefor, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, andand PROVIDED FURTHER that, if Borrower so electsthe Change in Law giving rise to such increased costs or reductions is retroactive, such Bank then the 180-day period referred to above shall make such a Base Rate Loan be extended to Borrowerinclude the period of retroactive effect thereof.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"): : (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loansthis Agreement, its Revolving any Letter of Credit, any participation in a Letter of Credit Notes or its obligation to make any LIBOR Loans hereunder, made by it or shall change the basis of taxation of payments to any Bank or any Issuing Bank in respect thereof (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 Indemnified Taxes or changes Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of tax on the overall net income of of, any Excluded Tax payable by or with respect to amounts payable to such Bank or such Issuing Bank); or or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital capital, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or any Issuing Bank; or (iii) shall, with respect to any Bank, any Issuing Bank or the Interbank Eurodollar market, London interbank market impose, modify or deem applicable any other condition affecting its this Agreement or such Bank’s LIBOR Loans, its Revolving Loans or any Letter of Credit Notes or its obligation to make LIBOR Loansparticipation therein; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or such Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect theretoAgreement, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after then upon notice by such Bank or such Issuing Bank to Borrower together with a copy the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the official notice Requirements of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Law, Borrower shall pay for the account of such Bank or such Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Bank or such Issuing Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):Law shall: (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender (except any Reserve Requirements imposed pursuant to Section 2.17) or shall, with respect to any Bank LC Issuer; or (ii) impose on any Lender or any LC Issuer or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition condition, cost or expense (other than Taxes) affecting its LIBOR Loans, its Revolving Credit Notes this Agreement or its obligation to make LIBOR LoansEurocurrency Loans made by such Lender or any Facility LC or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender or such other Recipient of making, converting into, continuing or maintaining any Loan (or in the case of Regulation D, maintaining its obligation to impose a cost on make any such Loan) by an amount deemed by such Lender or such LC Issuer to be material or to increase the cost to) to such Bank Lender, such LC Issuer or such other Recipient of making participating in, issuing or maintaining any LIBOR Loan, Facility LC by an amount deemed by such Lender or such LC Issuer to be material or to reduce the amount of any sum received or receivable by such Bank under this Agreement Lender, such LC Issuer or under its Notes with respect theretosuch other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Bank, in its good faith judgment, Lender or such LC Issuer to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by upon request of such Bank to Borrower together with a copy of the official notice of Lender, LC Issuer or other Recipient, the applicable change in law (if applicable) and a work sheet showing how Borrower will pay to such Lender, such LC Issuer or such other Recipient, as the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interestcase may be, such additional amount or amounts as will compensate such Bank Lender, such LC Issuer or such other Recipient, as the case may be, for such increased cost material additional costs incurred or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methodsreduction suffered. (b) If any Bank demands compensation under Lender or any LC Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such LC Issuer’s capital or on the capital of such Lender’s or such LC Issuer’s holding company, if any, as a consequence of this SectionAgreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such LC Issuer, to a level below that which such Lender or such LC Issuer or such Lender’s or such LC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such LC Issuer’s policies and the policies of such Lender’s or such LC Issuer’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or such LC Issuer to be material, then from time to time the applicable Borrower may at any time, upon at least three (3) Business Days' prior notice will pay to such Bank and the Agent, repay in full its then outstanding LIBOR LoansLender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer or such Lender’s or such LC Issuer’s holding company for any such material reduction suffered. (c) A certificate of a Lender or such LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such LC Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Company and shall be conclusive absent manifest error. The Company shall pay, or cause the other Borrowers to pay, such Lender or such LC Issuer, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof. (d) Failure or delay on the part of any Lender or any LC Issuer to demand compensation pursuant to this Section shall not constitute a waiver of such Bank, together with all accrued and unpaid interest thereon Lender’s or such LC Issuer’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender or a LC Issuer pursuant to this Section for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or such LC Issuer, as the case may be, notifies the Company of prepayment the Change in Law giving rise to such increased costs or reductions and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from Lender’s or such Bank a Base Rate Loan in an amount equal LC Issuer’s intention to the aggregate principal amount of such LIBOR Loans, andclaim compensation therefor; provided further that, if Borrower so electsthe Change in Law giving rise to such increased costs or reductions is retroactive, such Bank then the 270-day period referred to above shall make such a Base Rate Loan be extended to Borrowerinclude the period of retroactive effect thereof .

Increased Cost. ‌ (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):Law shall: (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended participated in by, any Bank Lender (except any reserve requirement reflected in the Adjusted LIBO Rate) or shall, with respect any Issuing Lender; (ii) subject any Recipient to any Bank Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iii) impose on any Lender or any Issuing Lender or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition condition, cost or expense (other than Taxes) affecting its LIBOR Loans, its Revolving this Agreement or Loans made by such Lender or any Letter of Credit Notes or its obligation to make LIBOR Loansparticipation therein; and the result of any of the foregoing is shall be to increase the cost to (such Lender or in the case such other Recipient of Regulation Dmaking, converting to, continuing or maintaining any Loan or of maintaining its obligation to impose a cost on make any such Loan, or to increase the cost to) to such Bank Lender, such Issuing Lender or such other Recipient of making participating in, issuing or maintaining any LIBOR LoanLetter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Bank under this Agreement Lender, Issuing Lender or under its Notes with respect theretoother Recipient hereunder (whether of principal, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost interest or reduction in amount received or receivable by virtue of the inclusion of the reference to LIBOR Reserve Percentage in the calculation of the interest rate applicable to LIBOR Loans, any other amount) then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account upon request of such Bank Lender, Issuing Lender or other Recipient, the Borrowers will pay to such Lender, Issuing Lender or other Recipient, as additional interestthe case may be, such additional amount or amounts as will compensate such Bank Lender, Issuing Lender or other Recipient, as the case may be, for such additional costs incurred or reduction suffered. For purposes of this paragraph (b), such obligations do not apply to increased cost or reduction. Each Bank will promptly notify BorrowerTaxes that are Indemnified Taxes, the Agent and all Taxes described in clauses (b) through (d) of the other Banks definition of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Section. In determining such amount or amounts, such Bank may use any reasonable averaging Excluded Taxes and attribution methodsConnection Income Taxes. (b) If any Bank demands compensation under Lender or Issuing Lender determines that any Change in Law affecting such Lender or Issuing Lender or any lending office of such Lender or such Lender’s or Issuing Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s or Issuing Lender’s capital or on the capital of such Lender’s or Issuing Lender’s holding company, if any, as a consequence of this SectionAgreement, Borrower may at the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by any timeIssuing Lender, upon at least three to a level below that which such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company could have achieved but for such Change in Law (3) Business Days' prior notice taking into consideration such Lender’s or Issuing Lender’s policies and the policies of such ▇▇▇▇▇▇’s or Issuing Lender’s holding company with respect to capital adequacy), then from time to time the Borrowers will pay to such Bank and the Agent, repay in full its then outstanding LIBOR LoansLender or Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Lender or Issuing Lender or such Lender’s or Issuing Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender or Issuing Lender setting forth the amount or amounts necessary to compensate such BankLender or Issuing Lender or its holding company, together with all accrued as the case may be, as specified in paragraph (a) or (b) of this Section and unpaid interest thereon delivered to the date of prepayment and Borrower Representative, shall be conclusive absent manifest error. The Borrowers shall pay such Lender or Issuing Lender, as the case may be, the amount shown as due on any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrowercertificate within 10 days after receipt thereof.

Increased Cost. (a) If on or after (x) the effective date hereof, in the case of any Committed Loan or any obligation to make Committed Loans, or (y) the date of the related Money Market Quote, in the case of any Money Market Loan, the adoption of any applicable law, rule or regulation, or any change thereinin any applicable law, rule or regulation, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive (whether or not having the force of law) of any such Governmental Authorityauthority, central bank or comparable agency (a "Regulatory Change"):agency: (A) shall subject any Bank (or its Lending Office) to any tax, duty or other charge with respect to its LIBOR Fixed Rate Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunderFixed Rate Loans, or shall change the basis of taxation of payments to any Bank (or its Lending Office) of the principal of or interest on its LIBOR Fixed Rate Loans or any other amounts due under this Agreement in respect of its LIBOR Fixed Rate Loans or its obligation to make LIBOR Fixed Rate Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank or its Lending Office imposed by the jurisdiction in which such Bank's principal executive office or Lending Office is located); or (B) shall impose, modify or deem applicable any reserve reserve, special deposit, insurance assessment or similar requirement (including, without limitation, any reserve such requirement imposed by the Board of Governors of the Federal Reserve System), special deposit, capital but excluding (x) with respect to any CD Loan any such requirement included in an applicable Domestic Reserve Percentage or similar Assessment Rate and (y) with respect to any Euro-Dollar Loan any such requirement included in an applicable Euro-Dollar Reserve Percentage) against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Bank's Lending Office or shall, with respect to shall impose on any Bank (or its Lending Office) or on the United States market for certificates of deposit or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition affecting its LIBOR Fixed Rate Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Fixed Rate Loans; and the result of any of the foregoing is to increase the cost to such Bank (or in the case of Regulation D, to impose a cost on or increase the cost toits Lending Office) such Bank of making or maintaining any LIBOR Fixed Rate Loan, or to reduce the amount of any sum received or receivable by such Bank (or its Lending Office) under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) 15 days after notice demand by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other BanksAdministrative Agent), Borrower the Borrowers shall pay to or for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction with respect to its Fixed Rate Loans. Each Borrower shall be severally liable for its Article 8 Share of such amount. (b) If any Bank shall have determined that, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy of general applicability, or any change in any such law, rule or regulation, or any change in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank (or its Lending Office) with any request or directive regarding capital adequacy of general applicability (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 the capital of such Bank (or its Parent) as a consequence of an undrawn Commitment hereunder to a level below that which such Bank (or its Parent) could have achieved but for such adoption, change or compliance (taking into consideration its policies with respect to capital adequacy) by an amount deemed by such Bank to be material, then from time to time, within 15 days after demand by such Bank (with a copy to the Administrative Agent), the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank (or its Parent) for such reduction. Each Borrower shall be severally liable for its Article 8 Share of such amount. The Borrowers shall not be obligated to compensate any Bank pursuant to this subsection (b) for reduced return accruing prior to the date which is 30 days before such Bank requests compensation; provided that if any law, rule or regulation, or interpretation or administration thereof, or any request or directive giving rise to reduced returns has retroactive effect, such Bank shall be entitled to claim compensation hereunder for the period commencing on such date of retroactive effect through the date of adoption or change or promulgation thereof without regard to the foregoing limitation. If any Bank has demanded compensation under this subsection (b), the Borrowers shall have the right, with the assistance of the Administrative Agent, to seek a mutually satisfactory substitute bank or banks (which may be one or more of the Banks) to purchase the Note and assume the Commitment of such Bank; and (c) Each Bank will promptly notify Borrower, each Borrower and the Administrative Agent and all of the other Banks of any event of which it has knowledge, occurring after the effective date hereof, which that will entitle such Bank to compensation pursuant to this SectionSection 8.03 and will designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate of any Bank claiming compensation under this Section 8.03 and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amountsamount, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):Law shall: (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital deposit or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to Lender (except any Bank such reserve requirement reflected in the Adjusted LIBO Rate); (ii) impose on any Lender or the Interbank Eurodollar market, impose, modify or deem applicable London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender; or (iii) subject any Lender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its LIBOR Loansloans, its Revolving Credit Notes loan principal, commitments or other obligations, or its obligation to make LIBOR Loansdeposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is shall be to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan, ) or to reduce the amount of any sum received or receivable by such Bank under this Agreement Lender hereunder (whether of principal, interest or under its Notes with respect theretootherwise), in each case by an amount deemed by such Bank, that Lender in its good faith judgment, to be material, and if then the Borrower will pay to such Bank is not otherwise fully compensated for such 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 interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, Lender such additional amount or amounts as will compensate such Bank Lender for such increased cost additional costs incurred or reduction. Each Bank will promptly notify Borrowerreduction suffered. (b) If any Lender determines that any Change in Law regarding capital, liquidity requirements or other requirements of law has or would have the Agent effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, or the Loans made by such Lender to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and all the policies of such Lender’s holding company including those with respect to capital adequacy), in each case by an amount deemed by that Lender in good faith to be material, then from time to time the other Banks Borrower will, without duplication of any event of which it has knowledge, occurring after payments required to be made by the effective date Borrower pursuant to Section 2.18 hereof, which pay to such Lender such additional amount or amounts as will entitle compensate such Bank Lender or such Lender’s holding company for any such reduction suffered. (c) A certificate of a Lender setting forth the amount or amounts necessary to compensation pursuant compensate such Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and setting forth the basis for the determination thereof, together with supporting calculations, shall be delivered to this Sectionthe Borrower and shall be conclusive absent manifest error. In determining such amount or amounts, such Bank Lender shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (bd) If Failure or delay on the part of any Bank demands Lender to demand compensation under pursuant to this Section, Borrower may at any time, upon at least three (3) Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, Section shall not constitute a waiver of such Bank, together with all accrued and unpaid interest thereon Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of prepayment the Change in Law giving rise to such increased costs or reductions and any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such BankLender’s intention to claim compensation therefor; provided, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, andfurther that, if Borrower so electsthe Change in Law giving rise to such increased costs or reductions is retroactive, such Bank then the 180-day period referred to above shall make such a Base Rate Loan be extended to Borrowerinclude the period of retroactive effect thereof.

Increased Cost. (a) If after the effective date hereof, the adoption of any applicable law, rule (i) Regulation D or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of lawii) of any such Governmental Authority, central bank or comparable agency (a "Regulatory Change"):: (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit Notes Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank 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 Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its such Bank's LIBOR Loans, its Revolving Credit Notes such Bank's Note or its such Bank's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all Borrower, which notice shall set forth such Bank's supporting calculations and the details of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this SectionSection 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Days' Day's prior notice to such Bank and the AgentBank, repay in full convert its then outstanding LIBOR Loans, as the case may be, of Loans to Floating Rate Loans in an equal principal amount. Interest accrued on each such Bank, together with all accrued LIBOR Loan prior to any such conversion shall be due and unpaid interest thereon to payable on the date of prepayment and such conversion together with any funding losses and other amounts due under Section 5.6. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a Base Rate Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrower2.10 and this Section 2.13.

Increased Cost. (a) If (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after the effective date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (whether or not having the force of law) of any such Governmental Authoritygovernmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (Ai) shall subject any such Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Revolving Credit the Notes or its the obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any such Bank 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 Bank); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any such Bank or shall, with respect to any such Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its such Bank's LIBOR Loans, its Revolving Credit the Notes or its such Bank's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its any of the Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy the Borrower, which notice shall set forth such Bank's supporting calculations and the details of the official notice of Regulatory Change, the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank Banks for such increased cost or reduction. Each The determination by any Bank will promptly notify Borrower, the Agent and all under this Section of the other Banks additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to compensation pursuant to this Sectionmanifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, the Borrower may at any time, upon at least three one (31) Business Days' Day's prior notice to such Bank and the AgentBank, repay in full its convert their then outstanding LIBOR Loans, as the case may be, of Loans to Prime Loans in an equal principal amount. Interest accrued on such Bank, together with all accrued LIBOR Loan prior to such conversion shall be due and unpaid interest thereon to payable on the date of prepayment and such conversion together with any funding losses and other amounts due under Section 5.6. Concurrently with repaying 3.5. (c) The covenants contained in this Section shall survive the termination of this Agreement and payment of the outstanding Notes; provided, that any Bank shall only be entitled to claim such LIBOR Loans of such Bank, Borrower may borrow from such Bank additional amounts hereunder as are specified in a Base Rate Loan in an amount equal request submitted to the aggregate principal amount Borrower not later than 90 days after the termination of such LIBOR Loans, and, if Borrower so elects, such Bank shall make such a Base Rate Loan to Borrowerthis Agreement and the payment of the outstanding Notes.