Common use of Increased Cost Clause in Contracts

Increased Cost. (a) If any Regulatory Change: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (ii) shall impose, modify or deem applicable any 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 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 London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR Loans or any Letter of Credit or participation 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, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay 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. 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, the Banks may use any reasonable averaging and attribution methods.

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: "): (iA) shall subject any Bank to any tax, duty or other charge with respect to this Agreementits LIBOR Loans, any Letter of Credit, any participation in a Letter of its Revolving Credit Notes or any its obligation to make LIBOR Loans made by it hereunder, 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 Indemnified Taxes taxes on or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or the Issuing Bank); or or (iiB) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital, compulsory loan, insurance charge capital 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 London interbank market Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting this Agreement its LIBOR Loans, its Revolving Credit Notes or such Bank’s its obligation to make LIBOR Loans or any Letter of Credit or participation thereinLoans; 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 AgreementAgreement or under its Notes with respect thereto, then upon 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 the Issuing Bank reduction or increase in amount received or receivable was calculated (with a copy to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details all of the Requirements of Lawother Banks), 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. The determination by any Each Bank under this Section will promptly notify Borrower, the Agent and all of the additional amount or amounts other Banks of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank to be paid compensation pursuant to it hereunder shall be conclusive in the absence of manifest errorthis Section. In determining such amount or amounts, the Banks 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 any Regulatory Change: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR SOFR Loans made by it or shall change the basis of taxation of payments to any Bank or the any Issuing Bank in respect thereof (of the principal of or interest on its LIBOR SOFR Loans or any other amounts due under this Agreement in respect of its LIBOR SOFR Loans or its obligation to make LIBOR SOFR Loans (except for Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the such Issuing Bank)); or (ii) shall impose, modify or deem applicable any 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 or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the any Issuing Bank Bank; or (iii) shall, with respect to any Bank, the any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR SOFR Loans or any Letter of Credit or participation 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 SOFR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank or the 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, then upon notice by such Bank or the such Issuing Bank to the Administrative Agent and Borrowerthe Borrowers, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, each Borrower shall pay such Bank or the 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 the such Issuing Bank for such increased cost or reduction. 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, the Banks may use any reasonable averaging and attribution methods.

Increased Cost. (a) If any Regulatory Change: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change the basis of taxation of payments to any Bank or the 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the such Issuing Bank); or (ii) shall impose, modify or deem applicable any 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 or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the any Issuing Bank Bank; or (iii) shall, with respect to any Bank, the any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR Loans or any Letter of Credit or participation 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 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, then upon notice by such Bank or the such Issuing Bank to the Administrative Agent and Borrowerthe Borrowers, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, each Borrower shall pay such Bank or the 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 the such Issuing Bank for such increased cost or reduction. 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, the Banks may use any reasonable averaging and attribution methods.

Increased Cost. (a) If any Regulatory Change: : (ia) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to this Agreementits LIBOR Advances, any Letter of Credit, any participation in a Letter of Credit its Notes or any its obligation to make LIBOR Loans made by it Advances or shall change the basis of taxation of payments payment to any Bank (or the Issuing Bank in respect thereof (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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the Issuing jurisdiction in which such Bank’s principal office or Applicable Lending Office is located); or or (iib) shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge deposit or similar requirement (including any such requirement imposed by the Board, but excluding with respect to any LIBOR Advance any such requirement to the 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 or participated in by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the LC Bank or shall impose on any Bank (except the Reserve Requirement reflected in the LIBOR Rateor its Applicable Lending Office) or the Issuing Bank or (iii) shall, with respect to any Bank, the Issuing Bank or the London interbank LIBOR market impose, modify or deem applicable any other condition affecting this Agreement its LIBOR Advances, its Notes or such Bank’s its obligation to make LIBOR Loans Advances or affecting any Letter of Credit or participation thereinCredit; 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 Loan (Advance or of issuing, 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 (or its Applicable Lending Office) under this AgreementAgreement or under its Notes, then upon notice then, within 30 days after demand by such Bank or the Issuing Bank (with a copy to the Administrative Agent and BorrowerAgent), which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower Borrowers shall pay to 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. The determination by Each Bank will promptly notify the Borrowers’ Agent and the Agent of any event of which it has knowledge, occurring after the 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 manifest error. In determining such amount or amountsamount, the Banks such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If (i) Regulation D or (ii) after the 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 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 or regulatory authority, central bank or comparable agency (a "Regulatory Change: "): (iA) shall subject any Bank to any tax, duty or other charge with respect to this Agreementits LIBOR Loans, any Letter of Creditits Note or its obligation to make LIBOR Loans, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes taxes on or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or the Issuing Bank); or or (iiB) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital, compulsory loan, insurance charge capital 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 London interbank market market, impose, modify or deem applicable any other condition affecting this Agreement its LIBOR Loans, its Note or such Bank’s its obligation to make LIBOR Loans or any Letter of Credit or participation thereinLoans; 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 AgreementAgreement or under its Notes with respect thereto, then upon 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 increase in cost or the Issuing Bank reduction in amount received or receivable was calculated (with a copy to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details all of the Requirements of Lawother Banks), 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 Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the 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, the Banks 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 two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR 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 2.10. Concurrently with repaying such LIBOR Loans of such Bank, Borrower may borrow from such Bank a 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 Prime Loan to Borrower.

Increased Cost. (a) If any Regulatory Change: : (i) 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 this Agreementany Loan whose interest is determined by reference to the Libor Base Rate, its Note or its obligation to make any Letter 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, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Loan whose interest is determined by reference to the Issuing BankLibor Base Rate (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); or ; (ii) shall impose, modify or deem applicable any 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 or participated in byits Applicable Lending Office), any Bank (except including the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or Commitment of such Lender hereunder; or (iii) shall, with respect to any Bankshall impose on such Lender or L/C Issuer (or its Applicable Lending Office), the Issuing Bank or the London applicable interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR Loans its Note or any Letter of Credit such extensions of credit or participation thereinliabilities 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 (or of maintaining its obligation whose interest is determined by reference 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), 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 AgreementAgreement or its Note with respect to any Loan whose interest is determined by reference to the Libor Base Rate, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay to such Bank or the Issuing Bank, as the case may be, as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank or the Issuing Bank Lender for such increased cost or reduction. The determination If any Lender requests compensation by any Bank the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain any Loan whose interest is determined by reference to the additional amount Libor Base Rate, or amounts to Convert Base Rate Loans into Libor Loans, until the event or condition giving rise to such request ceases to be paid to it hereunder in effect (in which case the provisions of Section 6.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of manifest error. In determining such amount or amounts, Lender to receive the Banks may use any reasonable averaging and attribution methodscompensation so requested.

Increased Cost. (a) If after the 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 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 or regulatory authority, central bank or comparable agency (a "Regulatory Change: "): (iA) shall subject any Bank to any tax, duty or other charge with respect to this Agreementits LIBOR Loans, any Letter of Credit, any participation in a Letter of Credit its Notes or any its obligation to make LIBOR Loans made by it hereunder, or shall change the basis of taxation of payments to any Bank or the Issuing Bank in respect thereof of the (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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (iiB) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital, compulsory loan, insurance charge capital 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 London interbank market Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting this Agreement its LIBOR Loans, its Notes or such Bank’s its obligation to make LIBOR Loans or any Letter of Credit or participation thereinLoans; 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 AgreementAgreement or under its Notes with respect thereto, then upon 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 the Issuing Bank reduction or increase in amount received or receivable was calculated (with a copy to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details all of the Requirements of Lawother Banks), 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 Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the 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, the Banks 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 two (2) 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 6.6. 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 any Regulatory Change: : (i) 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 this Agreementany Libor Balances or IBOR Balances, any Letter its Note or its obligation to make Libor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the Issuing Banknet income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); or ; (ii) shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge 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 or participated in byits Applicable Lending Office), any Bank (except including the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or Commitment of such Lender hereunder; (iii) shallshall impose on such Lender or L/C Issuer (or its Applicable Lending Office), with respect to any Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or such Bank’s LIBOR Loans its Note or any Letter of Credit such extensions of credit or participation thereinliabilities or commitments; or (iv) shall result in the failure of the Mandatory Cost, as calculated hereunder, to 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 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), IBOR Balances or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this AgreementAgreement or its Note with respect to any Libor Balances or IBOR Balances, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay to such Bank or the Issuing Bank, as the case may be, as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank or the Issuing Bank Lender for such increased cost or reduction. The determination If any Lender requests compensation by any Bank the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the additional amount Base Rate Balances into Libor Balances or amounts IBOR Balances, until the event or condition giving rise to such request ceases to be paid to it hereunder in effect (in which case the provisions of Section 6.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of manifest error. In determining such amount or amounts, Lender to receive the Banks may use any reasonable averaging and attribution methodscompensation so requested.

Increased Cost. (a) If If, after the Closing Date, any Regulatory Change: -------------- Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to this Agreementany Libor Accounts, any Letter of Creditits Notes, any participation in a Letter of Credit or any LIBOR Loans made by it its obligation to make Libor Accounts, 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Notes in respect of any Libor Accounts (other than franchise taxes or taxes imposed on or measured by the Issuing Banknet income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); or ; (ii) shall impose, modify modify, or deem applicable any reserve, special deposit, capitalassessment, compulsory loan, insurance charge or similar requirement against (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 for the account other liabilities or commitments of, such Lender (or credit extended or committed to be extended or participated in byits Applicable Lending Office), any Bank (except including the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or Commitments of such Lender hereunder; or (iii) shall, with respect to any Bank, the Issuing Bank shall impose on such Lender (or its Applicable Lending Office) or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR Loans its Notes or any Letter of Credit such extensions of credit or participation thereinliabilities 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 (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), Libor Accounts or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this AgreementAgreement or its Notes with respect to any Libor Accounts, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay to such Bank or the Issuing Bank, as the case may be, as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank or the Issuing Bank Lender for such increased cost or reduction, as then or previously incurred. The determination If any Lender requests compensation by any Bank Borrower under this Section 6.1(a), Borrower may, by notice to such Lender (with a copy to -------------- Administrative Agent), suspend the obligation of such Lender to make or maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the additional amount event or amounts condition giving rise to such request ceases to be paid to it hereunder in effect (in which case the provisions of Section 6.4 shall be conclusive in ----------- applicable); provided that such suspension shall not affect the absence right of manifest error. In determining -------- such amount or amounts, Lender to receive the Banks may use any reasonable averaging and attribution methodscompensation so requested.

Increased Cost. (a) If If, after the Closing Date, the adoption or taking effect of, or any Regulatory Change: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreementchange in, any Letter of CreditApplicable Law, any participation in a Letter of Credit rule, regulation or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition oftreaty, or any change in the rate ofinterpretation or administration of any Applicable Law, rule, regulation or treaty by any Excluded Tax payable Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by the Lender with any request, rule, guideline or with respect to amounts payable to directive (whether or not having the force of law) of any such Bank authority, central bank or the Issuing Bank); or comparable agency: (iii) shall impose, modify or deem applicable any reservereserve (including any reserve imposed by the FRB), special deposit, capital, compulsory loan, insurance charge deposit 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 by the Lender; (except ii) subject the Reserve Requirement reflected in the LIBOR Rate) Lender or the Issuing Bank Agent to any Taxes (other than Taxes described in clauses (ii) and (iii) of the definition of Excluded Taxes, Taxes indemnified pursuant to Section 3.1 and Connection Income Taxes); or (iii) shall, with respect to any Bank, shall impose on the Issuing Bank or the London interbank market impose, modify or deem applicable Lender any other condition affecting this Agreement its Loan, its Note or such Bank’s LIBOR Loans or any Letter of Credit or participation thereinits obligation to make the Loan; and the result of any of the foregoing anything described in clauses (i) through (iii) above is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost toon) 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 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 Lender under this AgreementAgreement or under its Note with respect thereto, then then, upon notice demand by such Bank or Lender (which demand shall be accompanied by a statement setting forth the Issuing Bank basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent and BorrowerAgent), which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank or directly to the Issuing Bank, as the case may be, as additional interest, Lender such additional amount or amounts as will compensate such Bank or the Issuing Bank Lender for such increased cost or such reduction. The determination . (b) If the Lender shall reasonably determine that any change in, or the adoption or phase-in of, any Applicable Law, rule or regulation regarding capital adequacy, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by the Lender or any Person controlling the Lender with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on the Lender’s or such controlling Person’s capital as a consequence of such Lender’s Commitments hereunder to a level below that which the Lender or such controlling Person could have achieved but for such change, adoption, phase-in or compliance (taking into consideration the Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by the Lender or such controlling Person to be material, then from time to time, upon demand by the Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Agent), the Borrower shall pay to the Lender such additional amount as will compensate the Lender or such controlling Person for such reduction. (c) Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank under for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the date enacted, adopted, issued or implemented. Notwithstanding anything to the contrary in 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 amounts3.2, the Banks may use Borrower shall not be required to compensate the Lender for any reasonable averaging and attribution methodsamounts incurred more than 180 days prior to the date that the Lender delivers the statement making the demand for such payment.

Increased Cost. If the introduction of, or any change in, applicable law, regulation, treaty or official directive or regulatory requirement now or hereafter in effect (whether or not having the force of law) or 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 a Lender with any request from any central bank or other fiscal, monetary or other regulatory authority (other than a change in the relative credit rating or borrowing ability of a Lender) (whether or not having the force of law): (a) If subjects any Regulatory Change: (i) shall subject any Bank Lender to any taxTax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change changes the basis of taxation of payments due to such Lender or increases any Bank existing Tax, on payments of principal, interest or the Issuing Bank in respect thereof (of the principal of 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 Indemnified Taxes on the net income or Other Taxes covered by Section 2.20 and the imposition ofcapital of such Lender), (b) imposes, modifies or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (ii) shall impose, modify or deem deems applicable any reserve, special deposit, capitalregulatory, compulsory loan, insurance charge 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 or participated in by, any Bank (except loans bearing interest at a rate fixed on the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or (iii) shall, with respect to any Bank, the Issuing Bank or basis of the London interbank market imposerates by, modify or deem applicable any other acquisition of funds for loans bearing interest at a rate fixed on the basis of the London interbank market rates or any commitments or authorizations in respect thereof by any Lender or an office of any Lender, or (c) imposes on any Lender any other condition affecting with respect to this Agreement (except for Taxes on the net income or capital of such Bank’s LIBOR Loans or any Letter of Credit or participation therein; Lender), 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 (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), Lender or to reduce the amount of any sum received or income receivable by such Bank under this AgreementLender in respect of a Libor Loan by any amount, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, applicable Borrower shall pay such Bank to the Canadian Agent or the Issuing BankU.S. Agent, as the case may be, for the account of any such Lender, that amount which compensates such Lender for such additional cost or reduction in income (“Additional Compensation”) arising and calculated as additional interestand 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 of the 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 amount of the Additional Compensation and the applicable Agent shall debit, from the applicable Borrower’s accounts, the amount stipulated as Additional Compensation in such certificate in accordance with Section 10.8. If an Agent notifies a Borrower pursuant to this Section 7.2, such additional amount Borrower shall have the right, upon written irrevocable notice to that effect delivered to such Agent at least 10 Business Days prior to the end of such Libor Interest Period, to repay or amounts convert such Lender’s Participation in any such Libor Loan in full, together with payment of accrued interest and the Additional Compensation to the date of payment, to U.S. Base Rate Loans which do not suffer the same defect or U.S. Prime Rate Loans, as will compensate such Bank or the Issuing Bank for such increased cost or reduction. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive case may be, denominated in the absence of manifest error. In determining such amount or amounts, the Banks may use any reasonable averaging and attribution methods.U.S.$.

Increased Cost. (a) If any (i) Regulation D or (ii) a Regulatory Change: : (iA) shall subject any Bank to any tax, duty or other charge with respect to this Agreementits LIBOR Loans, any Letter of Creditits Note or its obligation to make LIBOR Loans, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes taxes on or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or the Issuing Bank); or or (iiB) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital, compulsory loan, insurance charge capital 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 London interbank market impose, modify or deem applicable any other condition affecting this Agreement such Bank's LIBOR Loans, such Bank's Note or such Bank’s 's obligation to make LIBOR Loans or any Letter of Credit or participation thereinLoans; 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 AgreementAgreement or under its Note with respect thereto, by an amount deemed by such 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 LIBOR Rate, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s 's supporting calculations and the details of the Requirements of LawRegulatory Change, Borrower shall pay 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. 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, the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under Section 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Day's prior notice to such Bank, convert its then outstanding LIBOR Loans to Prime Loans in an equal principal amount. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10 and this Section 2.13.

Increased Cost. (a) If any (i) Regulation D or (ii) a Regulatory Change: (iA) shall subject any Bank to any tax, duty or other charge with respect to this Agreementits LIBOR Loans, any Letter of Creditits Note or its obligation to make LIBOR Loans, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes taxes on or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or the Issuing Bank); or (iiB) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital, compulsory loan, insurance charge capital 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 London interbank market impose, modify or deem applicable any other condition affecting this Agreement such Bank’s LIBOR Loans, such Bank’s Note or such Bank’s obligation to make LIBOR Loans or any Letter of Credit or participation thereinLoans; 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 AgreementAgreement or under its Note with respect thereto, by an amount deemed by such 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 LIBOR Rate, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of LawRegulatory Change, Borrower shall pay 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. 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, the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under Section 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Day’s prior notice to such Bank, convert its then outstanding LIBOR Loans to Prime Loans in an equal principal amount. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10 and this Section 2.13.

Increased Cost. (a) If any Regulatory Change: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change the basis of taxation of payments to any Bank or the 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the such Issuing Bank); or (ii) shall impose, modify or deem applicable any 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 or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the any Issuing Bank Bank; or (iii) shall, with respect to any Bank, the any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR Loans or any Letter of Credit or participation 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 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, then upon notice by such Bank or the such Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank or the such Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Bank or the such Issuing Bank for such increased cost or reduction. 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, the Banks may use any reasonable averaging and attribution methods.

Increased Cost. (a) If any Regulatory Change: Change in Law shall: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (ii) shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge deposit 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 Lender (except the Reserve Requirement any such reserve requirement reflected in the LIBOR Adjusted LIBO Rate); (ii) or the Issuing Bank or (iii) shall, with respect to impose on any Bank, the Issuing Bank Lender or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or Eurodollar Loans made by such Bank’s LIBOR Loans Lender; or (iii) subject any Lender or the Administrative Agent to any Letter Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of Credit the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments or participation thereinother obligations, or its deposits, 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 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 AgreementLender hereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender in good faith to be material, then upon notice by the Borrower will pay to such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank or the Issuing Bank, as the case may be, as additional interest, Lender such additional amount or amounts as will compensate such Bank Lender for such additional costs incurred or reduction 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 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 Issuing Bank 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 increased cost or reduction. The determination Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company including those with respect to capital adequacy), in each case by any Bank under this an amount deemed by that Lender in good faith to be material, then from time to time the Borrower will, without duplication of payments required to be made by the Borrower pursuant to Section of the 2.18 hereof, pay to such Lender such additional amount or amounts as will compensate such 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 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 paid delivered to it hereunder the Borrower and shall be conclusive in the absence of absent manifest error. In determining such amount or amounts, the Banks such 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. (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such 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 the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost. (a) If any Regulatory Change: : (i) 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 this Agreementany Loan whose interest is determined by reference to the Libor Base Rate or the IBOR Base Rate, its Note or its obligation to make any Letter 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, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Loan whose interest is determined by reference to the Libor Base Rate or the Issuing BankIBOR Base Rate (other than franchise taxes or taxes imposed on or measured by the net income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office or is doing business); or ; (ii) shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge 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 or participated in byits Applicable Lending Office), any Bank (except including the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or Commitment of such Lender hereunder; (iii) shallshall impose on such Lender or L/C Issuer (or its Applicable Lending Office), with respect to any Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable the offshore interbank market (with respect to the IBOR Rate) any other condition affecting this Agreement or such Bank’s LIBOR Loans its Note or any Letter of Credit such extensions of credit or participation thereinliabilities or commitments; or (iv) shall result in the failure of the Mandatory Cost, as calculated hereunder, to 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 (or of maintaining its obligation whose interest is determined by reference to make any such Loan), or to increase the cost to such Bank Libor Base Rate 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), 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 AgreementAgreement or its Note with respect to any Loan whose interest is determined by reference to the Libor Base Rate or the IBOR Base Rate, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay to such Bank or the Issuing Bank, as the case may be, as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank or the Issuing Bank Lender for such increased cost or reduction. The determination If any Lender requests compensation by any Bank the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain any Loan whose interest is determined by reference to the additional amount Libor Base Rate or amounts the IBOR Base Rate, or to Convert Base Rate Loans into Libor Loans or IBOR Loans, until the event or condition giving rise to such request ceases to be paid to it hereunder in effect (in which case the provisions of Section 6.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of manifest error. In determining such amount or amounts, Lender to receive the Banks may use any reasonable averaging and attribution methodscompensation so requested.

Increased Cost. (a) If any Regulatory Change: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change the basis of taxation of payments to any Bank or the 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the such Issuing Bank); or (ii) shall impose, modify or deem applicable any 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 or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the any Issuing Bank or (iii) shall, with respect to any Bank, the any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR Loans or any Letter of Credit or participation 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 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, then upon notice by such Bank or the such Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank or the such Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Bank or the such Issuing Bank for such increased cost or reduction. 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, the Banks may use any reasonable averaging and attribution methods.

Increased Cost. (a) If If, after the Closing Date, any Regulatory Change: Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject any Bank such Lender (or its Applicable Lending Office) to any tax, duty duty, or other charge with respect to this Agreementany Libor Balances or IBOR Balances, any Letter of Creditits Note, any participation in a Letter of Credit or any LIBOR Loans made by it its obligation to make Libor Balances or shall IBOR Balances available to the Borrower, or 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any Libor Balances or IBOR Balances (other than franchise taxes or taxes imposed on or measured by the Issuing Banknet income of such Lender by the jurisdiction in which such Lender is organized, has its principal office or such Applicable Lending Office, or is doing business); or ; (ii) shall impose, modify modify, or deem applicable any reserve, special deposit, capitalassessment, compulsory loan, insurance charge or similar requirement against (other than the Eurodollar Reserve Percentage utilized in the determination of the Libor Rate or the IBOR 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 or committed to be extended or participated in byits Applicable Lending Office), any Bank (except including the Reserve Requirement reflected in the LIBOR Rate) or the Issuing Bank or Commitment of such Lender hereunder; or (iii) shallshall impose on such Lender (or its Applicable Lending Office), the London interbank market, or the offshore interbank market (with respect to any Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable IBOR Rate) any other condition affecting this Agreement or such Bank’s LIBOR Loans its Note or any Letter of Credit such extensions of credit or participation thereinliabilities 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 Balances 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), IBOR Balances or to reduce the amount of any sum received or receivable by such Bank Lender (or its Applicable Lending Office) under this AgreementAgreement or its Note with respect to any Libor Balances or IBOR Balances, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay to such Bank or the Issuing Bank, as the case may be, as additional interest, Lender on demand such additional amount or amounts as will compensate such Bank or the Issuing Bank Lender for such increased cost or reduction. The determination If any Lender requests compensation by any Bank the Borrower under this Section 5.1(a), the Borrower may, by notice to such Lender (with a copy to the Agent), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any portion of the additional amount Base Rate Balances into Libor Balances or amounts IBOR Balances, until the event or condition giving rise to such request ceases to be paid to it hereunder in effect (in which case the provisions of Section 5.4 shall be conclusive in applicable); provided that such suspension shall not affect the absence right of manifest error. In determining such amount or amounts, Lender to receive the Banks may use any reasonable averaging and attribution methodscompensation so requested.

Increased Cost. ‌ (a) If any Regulatory Change: Change in Law shall: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (ii) shall impose, modify or deem applicable any 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 or participated in by, any Bank Lender (except the Reserve Requirement any reserve requirement reflected in the LIBOR Adjusted LIBO Rate) or any Issuing Lender; (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (ii) through (iv) of the Issuing Bank 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) shall, with respect to impose on any Bank, the Lender or any Issuing Bank Lender or the London interbank market impose, modify or deem applicable any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank’s LIBOR Loans Lender or any Letter of Credit or participation 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, to impose a cost on or increase the cost converting to) such Bank of making , continuing or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Bank Lender, such Issuing Lender or the Issuing Bank such other Recipient 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 AgreementLender, then Issuing Lender or other Recipient hereunder (whether of principal, interest or any other amount) then, upon notice by request of such Bank Lender, Issuing Lender or other Recipient, the Borrowers will pay to such Lender, Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank Lender or the Issuing Bankother Recipient, as the case may be, as additional interest, 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 Taxes that are Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes. (b) If any 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 Agreement, 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 Issuing Bank Lender, 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 increased cost Change in Law (taking into consideration such Lender’s or reduction. The determination by any Bank under this Section 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 Lender 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 be paid compensate such Lender or Issuing Lender or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to it hereunder the Borrower Representative, shall be conclusive in the absence of absent manifest error. In determining The Borrowers shall pay such amount Lender or amountsIssuing Lender, as the case may be, the Banks may use amount shown as due on any reasonable averaging and attribution methodssuch certificate within 10 days after receipt thereof.

Increased Cost. (a) If any Regulatory Change: Change in Law shall: (i1) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (ii) shall impose, modify or deem applicable appli- cable any reserve, special deposit, capital, compulsory loan, insurance charge &-posit 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 Lender (except the Reserve Requirement any such reserve requirement reflected in the LIBOR Adjusted LIBO Rate) or the Issuing Bank Bank; or (2) impose on any Lender or (iii) shall, with respect to any Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting this lids Agreement or Eurodollar Loans made by such Bank’s LIBOR Loans Lender or any Letter of Credit or participation 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 Bank Under 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 Lender or the ISSUING Bank under this Agreementiii respect thereof (whether of principal, interest or otherwise), then upon notice by the Borrower will pay to such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional interestcosts incurred or reduction suffered. (b) If any Lender or the Issuing Bank 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 Agreement 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 will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such increased cost reduction suffered. (c) A certificate of a Lender or reduction. The determination by any the Issuing, Bank under this Section of setting forth the additional 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 paid delivered to it hereunder the Borrower and shall be conclusive in the absence of absent manifest error. In determining The Borrower shall pay such amount Lender or amountsthe Issuing Bank, as the case may be, the Banks 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, 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 use any reasonable averaging be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and attribution methodsof such Lender's or the Issuing Bank's intention to claim compensation therefor, and PROVIDED FURTHER that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost. From time to time upon notice to the Borrowers from a Lender (awith a copy to Agent), the Borrowers shall pay to Agent, for the account of the applicable Lender, such amounts as any Lender may determine to be necessary to compensate such Lender for any costs incurred by such Lender which such Lender determines are attributable to its making or maintaining any LIBOR Rate Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Lender under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any change after the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D), or the adoption or making after such date of any interpretations, directives, or requirements applying to a class of banks including such Lender of or under U.S. federal, state, municipal, or foreign laws or regulations (whether or not having the force of law) If by any court or governmental or monetary authority charged with the interpretation or administration thereof (“Regulatory Change”), which: (ia ) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change changes 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank Lender under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the Issuing Bankoverall net income of such Lender or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (iib) shall impose, modify imposes or deem applicable modifies any reserve, special deposit, capital, compulsory loan, insurance charge or similar requirement against requirements relating to any extensions of credit or other assets of, or any deposits with or for the account other liabilities of, such Lender (including any of such Loans or credit extended or committed any deposits referred to be extended or participated in by, any Bank (except the Reserve Requirement reflected in the definition of LIBOR Interest Rate) or the Issuing Bank ); or (iiic) shall, with respect to any Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable imposes any other condition affecting this Agreement or such Bank’s LIBOR Loans Lenders Note (or any Letter of Credit such extensions of credit or participation therein; and liabilities). Such Lender will notify the result Borrowers (with a copy to Agent) of any event occurring after the date of this Agreement which will entitle such Lender to compensation pursuant to this Section 2.12 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. -23- Determinations by any Lender for purposes of this Section 2.12 of the foregoing is to increase the cost to (or in the case effect of Regulation D, to impose a cost any Regulatory Change on or increase the cost to) such Bank its costs of making or maintaining any LIBOR Loan (Loans 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 on amounts receivable by such Bank under this Agreementit in respect of Loans, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay 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. The determination by any Bank under this Section of the additional amount or amounts required to be paid to it hereunder compensate such Lender in respect of any Additional Costs, shall be conclusive in the absence of manifest error. In determining conclusive, provided that such amount or amounts, the Banks may use any determinations are made on a reasonable averaging and attribution methodsbasis.

Increased Cost. (a) If any Regulatory Change: Change in Law shall: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (ii) shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge deposit 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 Lender (except the Reserve Requirement any such reserve requirement reflected in the LIBOR Adjusted LIBO Rate) or the any Issuing Bank Bank; (ii) impose on any Lender or (iii) shall, with respect to any Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or Eurodollar Loans made by such Bank’s LIBOR Loans 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 loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is 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 Bank Lender or the 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 Lender or such Issuing Bank under this Agreementhereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender or Issuing Bank in good faith to be material, then upon notice by the Borrower will pay to such Bank Lender or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank or the Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital, liquidity requirements or other requirements of law has or would have the 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 the such Lender’s or such Issuing Bank Bank’s holding company could have achieved but for such increased cost Change in Law (taking into consideration such Lender’s or reduction. The determination such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company including those with respect to capital adequacy), in each case by any Bank under this an amount deemed by that Lender in good faith to be material, then from time to time the Borrower will, without duplication of payments required to be made by the Borrower pursuant to Section of 2.18 hereof, pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will 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 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 paid delivered to it hereunder the Borrower and shall be conclusive in the absence of absent manifest error. In determining such amount or amounts, the Banks such Lender or such Issuing Bank shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender 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’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 the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost. (a) If any Regulatory Change: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans made by it or shall change the basis of taxation of payments to any Bank or the 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the such Issuing Bank); or (ii) shall impose, modify or deem applicable any 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 or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the any Issuing Bank or (iii) shall, with respect to any Bank, the any Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR Loans or any Letter of Credit or participation 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 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, then upon notice by such Bank or the such Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank or the such Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Bank or the such Issuing Bank for such increased cost or reduction. 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, the Banks may use any reasonable averaging and attribution methods.

Increased Cost. (a) If any Regulatory Change: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation Change in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (ii) shall Law shall: i. impose, modify or deem applicable any 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 or participated in by, any Bank Lender (except the Reserve Requirement any such reserve requirement reflected in the LIBOR Adjusted LIBO Rate) or the Issuing Bank Bank; or ii. impose on any Lender or (iii) shall, with respect to any Bank, the Issuing Bank or the London interbank market impose, modify any taxes or deem applicable any other condition (other than one relating to Excluded Taxes) affecting this Agreement or Eurodollar Loans made by such Bank’s LIBOR Loans Lender or any Letter of Credit or participation 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 Bank Lender 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, then upon notice by such Bank Lender or the Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrower will pay to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank, as the case may be, for such additional interestcosts incurred or reduction suffered. (b) If any Lender or the Issuing Bank 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 Agreement 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 will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Bank Lender or the Issuing Bank or such Lender's or the Issuing Bank's holding company for any such increased cost reduction suffered. (c) A certificate of a Lender or reduction. The determination by any the Issuing Bank under this Section of setting forth the additional 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 paid delivered to it hereunder the Borrower and shall be conclusive in the absence of absent manifest error. In determining The Borrower shall pay such amount Lender or amountsthe Issuing Bank, as the case may be, the Banks 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; 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 use any reasonable averaging be, notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and attribution methodsof such Lender's or the Issuing Bank's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Cost. (a) If any Regulatory Change: (i) : 1. shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with respect to this Agreementits Eurodollar Rate Advances, any Letter of Credit, any participation in a Letter of Credit its Notes or any LIBOR Loans made by it its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payments payment to any Bank (or the Issuing Bank in respect thereof (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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or its Applicable Lending Office imposed by the Issuing jurisdiction in which such Bank’s principal office or Applicable Lending Office is located); or (ii) or 2. shall impose, modify or deem applicable any reserve, special deposit, capital, compulsory loan, insurance charge deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the LC Bank or shall impose on any Bank (except the Reserve Requirement reflected in the LIBOR Rateor its Applicable Lending Office) or the Issuing Bank or (iii) shall, with respect to any Bank, the Issuing Bank or the London interbank Eurodollar market impose, modify or deem applicable any other condition affecting this Agreement its Eurodollar Rate Advances, its Notes or such Bank’s LIBOR Loans its obligation to make Eurodollar Rate Advances or affecting any Letter of Credit or participation thereinCredit; 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 Loan (Eurodollar Rate Advance or of issuing, 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 (or its Applicable Lending Office) under this AgreementAgreement or under its Notes, then upon notice then, within 30 days after demand by such Bank or the Issuing Bank (with a copy to the Administrative Agent and BorrowerAgent), which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower Borrowers shall pay to 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. The determination by Each Bank will promptly notify the Borrowers’ Agent and the Agent of any event of which it has knowledge, occurring after the 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 manifest error. In determining such amount or amountsamount, the Banks such Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such Bank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. (a) If any (i) Regulation D or (ii) a Regulatory Change: : (iA) shall subject any Bank to any tax, duty or other charge with respect to this Agreementits LIBOR Loans, any Letter of Creditits Note or its obligation to make LIBOR Loans, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes taxes on or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or the Issuing Bank); or or (iiB) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital, compulsory loan, insurance charge capital 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 London interbank market impose, modify or deem applicable any other condition affecting this Agreement such Bank's LIBOR Loans, such Bank's Note or such Bank’s 's obligation to make LIBOR Loans or any Letter of Credit or participation thereinLoans; 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 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 AgreementAgreement or under its Note with respect thereto, by an amount deemed by such 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 LIBOR Rate, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s 's supporting calculations and the details of the Requirements of LawRegulatory Change, Borrower shall pay 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. 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, the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under Section 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Day's prior notice to such Bank, convert its then outstanding LIBOR Loans to Floating Rate Loans in an equal principal amount. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10 and this Section 2.13.

Increased Cost. If the adoption of any applicable law, rule, or regulation, or any change therein, or any change in the interpretation of administration thereof by any governmental authority, central bank, or comparable agency charged with the interpretation or administration thereof, or compliance by Bank with any request or directive (awhether or not having the force of law) If of any Regulatory Change: such authority, central bank, or comparable agency: (i) shall subject any Bank to any tax, duty duty, or other charge with respect to this Agreementits IBOR Rate Loans or its obligation to make IBOR Rate Loans, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans 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 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable of tax on the overall net income of Bank imposed by or with respect to amounts payable to such Bank or the Issuing jurisdiction in which Bank's principal executive office is located); or or (ii) shall imposeimpose or modify any reserve (including, modify or deem applicable without limitation, any reserveimposed by the Board of Governors of the Federal Reserve System), 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 or participated in by, any Bank (except the Reserve Requirement reflected in the LIBOR Rate) or the Issuing by Bank or (iii) shall, with respect to any Bank, the Issuing Bank or the London interbank market impose, modify or deem applicable any other condition affecting this Agreement or such Bank’s LIBOR Loans or any Letter of Credit or participation 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)IBOR Rate Loans, or to reduce the amount of any sum received or receivable by such Bank under this Agreement, then upon notice Agreement by such Bank or the Issuing an amount deemed by Bank to the Administrative Agent and Borrowerbe material, which notice shall set forth such then, within 15 days after demand by Bank’s supporting calculations and the details of the Requirements of Law, Borrower Company shall pay such to 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. The determination by Bank will promptly notify Company of any event of which it has knowledge, occurring after the date hereof, which will entitle Bank to compensation pursuant to this section. A certificate of Bank claiming compensation under this Section of section defining such reason for said compensation 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 If Bank demands compensation under this section, Company may at any time, upon at least five Banking Days' prior notice to Bank, repay in full the then outstanding IBOR Rate Loans of Bank, together with accrued interest thereon to the date of prepayment. If not then in default, Company may repay the affected IBOR Rate Loan by requesting a Prime Rate Loan in an equal principal amount. Upon any such amount repayment, Company also shall pay all accrued interest to the date of the repayment, plus such additional amounts as may be necessary to compensate Bank for any loss and any direct or amountsindirect costs, including the Banks may use any reasonable averaging and attribution methodscost of re-employment of the repaid funds at lower Interest Rates.

Increased Cost. (a) If any (i) Regulation D or (ii) a Regulatory Change: : (iA) shall subject any Bank to any tax, duty or other charge with respect to this Agreementits LIBOR Loans, any Letter of Creditits Note or its obligation to make LIBOR Loans, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes taxes on or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or the Issuing Bank); or or (iiB) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital, compulsory loan, insurance charge capital 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 London interbank market impose, modify or deem applicable any other condition affecting this Agreement such Bank's LIBOR Loans, such Bank's Note or such Bank’s 's obligation to make LIBOR Loans or any Letter of Credit or participation thereinLoans; 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 AgreementAgreement or under its Note with respect thereto, by an amount deemed by such 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 LIBOR Rate, then upon notice by such Bank or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s 's supporting calculations and the details of the Requirements of LawRegulatory Change, Borrower shall pay 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. 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, the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under Section 2.13(a) above, Borrower may at any time, upon at least three (3) Eurodollar Business Day's prior notice to such Bank, convert its then outstanding LIBOR Loans to Floating Rate Loans in an equal principal amount. Interest accrued on each such LIBOR Loan prior to any such conversion shall be due and payable on the date of such conversion together with any funding losses and other amounts due under Section 2.10 and this Section 2.13.

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: "): (iA) shall subject any Bank to any tax, duty or other charge with respect to this Agreementits LIBOR Loans, any Letter of Credit, any participation in a Letter of its Revolving Credit Notes or any its obligation to make LIBOR Loans made by it hereunder, 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 Indemnified Taxes taxes on or Other Taxes covered by Section 2.20 and the imposition of, or any change changes in the rate of, any Excluded Tax payable by or with respect to amounts payable to of tax on the overall net income of such Bank or the Issuing Bank); or or (iiB) shall impose, modify or deem applicable any reservereserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital, compulsory loan, insurance charge capital 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 London interbank market Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting this Agreement its LIBOR Loans, its Revolving Credit Notes or such Bank’s its obligation to make LIBOR Loans or any Letter of Credit or participation thereinLoans; 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 AgreementAgreement or under its Notes with respect thereto, then upon 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 the Issuing Bank reduction or increase in amount received or receivable was calculated (with a copy to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details all of the Requirements of Lawother Banks), 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. The determination by Each Bank will promptly notify Borrower and the Agent of any event of which it has knowledge, occurring after the effective date hereof, which will entitle such Bank under to compensation pursuant to this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest errorSection. In determining such amount or amounts, the Banks 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 any Regulatory Change: Change in Law shall: (i) shall subject any Bank to any tax, duty or other charge with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loans 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 Indemnified Taxes or Other Taxes covered by Section 2.20 and the imposition of, or any change in the rate of, any Excluded Tax payable by or with respect to amounts payable to such Bank or the Issuing Bank); or (ii) shall impose, modify or deem applicable any reserve, special deposit, capital, deposit or liquidity or similar requirement (including any compulsory loanloan requirement, insurance charge or similar requirement other assessment) against assets of, deposits with or for the account of, or credit extended or committed to be extended or participated in by, any Bank Lender or any Issuing Bank; (except the Reserve Requirement reflected in the LIBOR Rateii) impose on any Lender or the Issuing Bank or (iii) shall, with respect to any Bank, the Issuing Bank or the London applicable offshore interbank market impose, modify or deem applicable any other condition condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Bank’s LIBOR Loans 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 loans, loan principal, letters of credit, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the result of any of the foregoing is shall be 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 Issuing Bank of making making, continuing, converting or maintaining any LIBOR Loan (or of maintaining its obligation to make any such Loan), ) or to increase the cost to such Bank Lender or the 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 Lender or such Issuing Bank under this Agreementhereunder (whether of principal, interest or otherwise), in each case by an amount deemed by that Lender or Issuing Bank in good faith to be material, then upon notice by the Borrower will pay to such Bank Lender or the Issuing Bank to the Administrative Agent and Borrower, which notice shall set forth such Bank’s supporting calculations and the details of the Requirements of Law, Borrower shall pay such Bank or the Issuing Bank, as the case may be, as additional interest, such additional amount or amounts as will compensate such Lender or such Issuing Bank, as the case may be, for such additional costs incurred or reduction suffered. (b) If any Lender or any Issuing Bank determines that any Change in Law regarding capital, liquidity requirements or other requirements of law has or would have the 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 the such Lender’s or such Issuing Bank Bank’s holding company could have achieved but for such increased cost Change in Law (taking into consideration such ▇▇▇▇▇▇’s or reduction. The determination such Issuing Bank’s policies and the policies of such ▇▇▇▇▇▇’s or such Issuing Bank’s holding company including those with respect to capital adequacy), in each case by any Bank under this an amount deemed by that Lender in good faith to be material, then from time to time the Borrower will, without duplication of payments required to be made by the Borrower pursuant to Section of 2.18 hereof, pay to such Lender or such Issuing Bank, as the case may be, such additional amount or amounts as will 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 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 paid delivered to it hereunder the Borrower and shall be conclusive in the absence of absent manifest error. In determining such amount or amounts, the Banks such Lender or such Issuing Bank shall act reasonably and in good faith, and may use any reasonable averaging and attribution methods. The Borrower shall pay such Lender 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’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 the Change in Law giving rise to such increased costs or reductions and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.