Common use of Increased Cost Clause in Contracts

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

Increased Cost. Without duplication of any amounts payable by Borrower pursuant to Section 8(f) (aIndemnification by Borrower), Borrower shall reimburse or compensate Lender, within ten (10) IfBusiness Days upon written demand, for all documented costs incurred, losses suffered or payments made by Lender as a result of the Transaction after the Closing Datedate hereof, and the adoption imposition on Lender of any and all actual reserve, deposit, capital adequacy or similar requirements against (or against any class of or change in or in the amount of) assets, liabilities or commitments of, or any change inextensions of credit by, any applicable law, rule Lender hereunder or regulation, the adoption of or any change in any requirement of Law or in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration application thereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇‑▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of after the date enacted, adopted or issued), or hereof; and compliance by any Lender with any request directive, or directive (requirements from any regulatory authority, whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve law (including any reserve imposed by the FRB)Tax or increased Tax of any kind (other than (A) Indemnified Taxes, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (iiB) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything Taxes described in clauses (ib) through (d) of the definition of Excluded Taxes and (iiC) above is to increase the cost to (or to impose a cost onConnection Income Taxes) such Lender on its loans, loan principal, letters of making or maintaining any loan based on the LIBOR Ratecredit, commitments, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender shall reasonably determine that any change after the Closing Date inobligations, or the adoption its deposits, reserves, other liabilities or phase‑in after the Closing Date of, any applicable law, rule capital attributable thereto) hereunder. Any Lender entitled to claim reimbursement or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase‑in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under compensation pursuant this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c2(p) (setting forth in reasonable detail the basis for requesting such amountIncreased Cost) submitted by such Lender to shall promptly notify Borrower (with a copy to Agent) of the event with reasonable detail by reason of which it has become so entitled; provided that no failure or delay on the part of such Lender to so notify shall be conclusive absent manifest errorconstitute a waiver of such L▇▇▇▇▇’s right to such compensation.

Increased Cost. (a) If, as a result of any change in any law, rule, regulation, treaty or directive after the Closing Date, the adoption ofdate hereof, or any change in, any applicable law, rule or regulation, or any change in the interpretation or administration of any applicable law, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇‑▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued)thereof, or compliance by any Lender the Bank with any request or directive (whether or not having the force of law) issued after the Closing Date of from any such court, central bank, governmental authority, central bank agency or instrumentality, or comparable agency: : (ia) shall imposeany tax, modify duty or deem applicable other charge with respect to any reserve Eurodollar Loan, the Note (to the extent the same evidences the Borrower's obligations with respect to Eurodollar Loans) or the Bank's obligation to make Eurodollar Loans is imposed, modified or deemed applicable, or the basis of taxation of payments to the Bank of the principal of, or interest on, any Eurodollar Loan (other than taxes imposed on the overall net income of the Bank by the jurisdictions (including each federal, state and local jurisdiction) in which the Bank has its principal office or its Eurodollar Office or any reserve imposed by political subdivision or taxing authority of the FRB)Eurodollar Office) is changed; or (b) any reserve, special deposit deposit, special assessment or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; by, the Bank is imposed, modified or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Ratedeemed applicable; and the result of anything described in clauses (i) and (ii) above is to increase Bank determines that, by reason thereof, the cost to (or to impose a cost on) such Lender the Bank of making or maintaining any loan based on the LIBOR RateEurodollar Loan is increased, or to reduce the amount of any sum received or receivable by such Lender under this Agreement the Bank hereunder or under its the Note with in respect theretoof any Eurodollar Loan is reduced; then, then the Borrower shall pay to the Bank upon demand such additional amount or amounts as will compensate the Bank for such additional cost or reduction actually incurred or suffered by the Bank (provided that the Bank has not been compensated for such Lender (which demand additional cost or reduction in the calculation of the Eurocurrency Reserve Requirement). Determinations by the Bank for purposes of this Section 5.1 of the additional amounts required to compensate the Bank in respect of the foregoing shall be accompanied set forth in a certificate delivered by a statement setting the Bank to the Borrower, which certificate shall set forth the basis for such demand the calculation thereof and a calculation shall be rebuttably presumptive evidence of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to matters set forth therein. In determining such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase‑in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase‑in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretionamounts, the makingBank may use any reasonable averaging, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest errorattribution and allocation methods.

Increased Cost. (a) If, after subsequent to the Closing Datedate of this Agreement, the adoption introduction of, or any change in, any applicable law, rule or regulation, or any change in or the interpretation or administration implementation of any applicable law, rule regulation, treaty or regulation by any Governmental Authority, central bank official directive or comparable agency charged with the interpretation regulatory requirement of general application now or administration thereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇‑▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued hereafter in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive effect (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase‑in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration application thereof by any Governmental Authority, central bank court or comparable agency by any judicial or governmental authority charged with the interpretation or administration thereof, or the if compliance by any Lender or any Person controlling such Lender with any request from any central bank or directive issued after the Closing Date regarding capital adequacy other fiscal, monetary or other authority (whether or not having the force of law): (a) subjects a Lender to any Tax, or changes the basis of taxation (through Taxes) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder payments due to a level below that which such Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by the Borrower to such controlling Person could have achieved but Lender under this Agreement; (b) imposes, modifies or deems applicable any reserve, special deposit, capital adequacy, regulatory or similar requirement against assets or liabilities held by, or deposits in or for such changethe account of, adoptionor loans to, phase‑in or compliance any other acquisition of funds for loans or commitments to fund loans or obligations in respect of bankers’ acceptances accepted by a Lender or letters of credit issued by a Lender; or (taking into consideration such Lender’s or such controlling Person’s policies c) imposes on a Lender any other condition with respect to capital adequacythis Agreement; and the result of (a), (b), or (c) by an amount deemed is, in the sole determination of such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income or return which is receivable by such Lender in respect of a Borrowing or such controlling Person standby fees payable pursuant to be materialSection 5.7, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth promptly notify the basis for such demand Agent. The Agent shall promptly notify the Borrower and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to the Agent for the benefit of such Lender that amount which compensates such Lender for such additional amount cost or reduction in income (“Additional Compensation”) on the next Libor Interest Date in the case of a Libor Loan, on the next date on which standby fees are payable under Section 5.7 in the case of standby fees and on the next Interest Date in any other case (and each such successive date, if and as will compensate applicable). The Borrower shall not be obligated to pay any portion of such Lender or such controlling Person Additional Compensation accruing under this Section 10.2 for such reduction, so long as such amounts have accrued on or after any period prior to the day date which is one‑hundred eighty ninety (18090) days prior to the date on which the Agent, on behalf of such Lender first made demand therefor; provided Lender, gives notice to the Borrower that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the Additional Compensation is so accruing. A certificate by a duly authorized officer of such Lender responsible for administering its Loans, becomes aware prepared in good faith setting forth the amount of the occurrence Additional Compensation and the basis for it must be submitted by the Agent to the Borrower and is conclusive evidence, in the absence of an event or manifest error, of the existence amount of a condition that would entitle such the Additional Compensation. Such Lender to receive payments under this Section 3.2shall, it will, for the purposes of the calculation of Additional Compensation and to the extent not inconsistent contractually permitted, treat the Borrower in a manner consistent with other borrowers of such Lender having credit facilities with such Lender comparable to the internal policies credit facilities hereunder. If the Agent notifies the Borrower that Additional Compensation is owed, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender and any applicable legal or regulatory restrictionsthe Borrower shall have the right, use reasonable efforts upon written irrevocable prior notice of at least three (3) Business Days to (i) makethe Agent at the Agent’s Branch of Account, issue, fund or maintain its Loans through another office to make payment in full to the Agent for the account of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, respect of the making, issuing, funding or maintaining applicable Borrowing on the date specified in such notice together with accrued interest in respect of such Loans through Borrowing or to convert such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests Borrowing into another basis of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to Borrowing available under this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest errorAgreement.

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

Increased Cost. (a) If, after subsequent to the Closing Datedate of this Agreement, the adoption introduction of, or any change in, any applicable law, rule or regulation, or any change in or the interpretation or administration implementation of any applicable law, rule regulation, treaty or regulation by any Governmental Authority, central bank official directive or comparable agency charged with the interpretation regulatory requirement of general application now or administration thereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇‑▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued hereafter in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request or directive effect (whether or not having the force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate or its obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase‑in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration application thereof by any Governmental Authority, central bank court or comparable agency by any judicial or governmental authority charged with the interpretation or administration thereof, or the if compliance by any Lender or any Person controlling such Lender with any request from any central bank or directive issued after the Closing Date regarding capital adequacy other fiscal, monetary or other authority (whether or not having the force of law): (a) subjects a Lender to any Tax (other than Excluded Taxes) for which the Lender is not entitled to be indemnified by the Borrower pursuant to Section 6.3, or changes the basis of any such authority, central bank or comparable agency, has or would have the effect taxation of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder payments due to a level below that which such Lender or increases any existing Tax (in either case other than Excluded Taxes) for which the Lender is not entitled to be indemnified by the Borrower pursuant to Section 6.3, on payments of principal, interest or other amounts payable by the Borrower to such controlling Person could have achieved but Lender under this Agreement unless, in any such case, such Tax is for such changethe account of the Lender pursuant to Section 12.1; (b) imposes, adoptionmodifies or deems applicable any reserve, phase‑in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to special deposit, capital adequacy, regulatory or similar requirement against assets or liabilities held by, or deposits in or for the account of, or loans by, or any other acquisition of funds for loans or commitments to fund loans or obligations in respect of bankers' acceptances accepted by a Lender; or (c) by an amount deemed imposes on a Lender any other condition of general application which applies to this Agreement; and the result of (a), (b) or (c) is, in the determination of such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income or return (including, without limitation, return on capital) which is receivable by such Lender in respect of a Borrowing or such controlling Person standby fees payable pursuant to be materialSection 5.8, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth promptly notify the basis for such demand Agent. The Agent shall promptly notify the Borrower in writing and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to the Agent for the benefit of such Lender that amount which compensates such Lender for such additional amount as will compensate cost or reduction in income ("Additional Compensation") on the later of: (i) the next Libor Interest Date in the case of a Libor Loan, on the next date on which standby fees are payable under Section 5.8 in the case of standby fees and on the next Interest Date in any other case (and each such Lender or successive date, if applicable); and (ii) three (3) Business Days after receipt of such controlling Person notice. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 10.2 for such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days any period prior to the date on which the Agent, on behalf of such Lender, gives written notice to the Borrower that such Additional Compensation is so accruing or if such Lender first made demand therefor; provided that if is not generally collecting amounts which are the event giving rise equivalent to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended Additional Compensation from other borrowers in similar circumstances to include the period Borrower where it is contractually entitled to do so. A certificate of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the an officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to setting forth the amount of any such expenses payable the Additional Compensation must be submitted by the Agent to the Borrower pursuant to this clause (c) (setting and shall be prima facie evidence, in the absence of manifest error, of the amount of the Additional Compensation and shall set forth in reasonable detail the calculation of Additional Compensation being claimed and describe in reasonable detail the basis for requesting such amountAdditional Compensation. The Lender shall (where appropriate) submitted use reasonable averaging and attribution methods in determining the amount of Additional Compensation to be paid by the Borrower under this Section 10.2. If the Agent notifies the Borrower that Additional Compensation is owed, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender and the Borrower shall have the right, upon written irrevocable prior notice of at least three (3) Business Days to Borrower (the Agent at the Agent's Branch of Account, to make payment in full to the Agent for the account of such Lender in respect of the applicable Borrowing on the date specified in such notice together with a copy accrued interest in respect of such Borrowing or to Agent) shall be conclusive absent manifest errorconvert such Borrowing into another basis of Borrowing available under this Agreement.

Increased Cost. (a) If, after subsequent to the Closing Datedate of this Agreement, the adoption introduction of, or any change in, in or the implementation of any applicable law, rule or regulation, treaty or official directive or regulatory requirement of general application now or hereafter in effect (whether or not having the force of law) or any change in the interpretation or administration of any applicable law, rule or regulation application thereof by any Governmental Authority, central bank court or comparable agency by any judicial or governmental authority charged with the interpretation or administration thereof thereof, or if compliance by any Lender with any request from any central bank or other fiscal, monetary or other authority (provided that notwithstanding whether or not having the force of law): (a) subjects a Lender to any Tax, or changes the basis of taxation (through Taxes) of payments due to such Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement; (b) imposes, modifies or deems applicable any reserve, special deposit, capital adequacy, regulatory or similar requirement against assets or liabilities held by, or deposits in or for the account of, or loans to, or any other acquisition of funds for loans or commitments to fund loans or obligations in respect of bankers' acceptances accepted by a Lender or letters of credit issued by a Lender; or (c) imposes on a Lender any other condition with respect to this Agreement; and the result of (a), (b), or (c) is, in the sole determination of such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income or return which is receivable by such Lender in respect of a Borrowing or standby fees payable pursuant to Section 5.7, such Lender shall promptly notify the Agent. Notwithstanding anything herein to the contrary, (a) the ▇▇▇▇‑-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith therewith, and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian or other regulatory authorities, in each case pursuant to Basel III ((a) and (b) being, the "New Rules"), shall in each case be considered deemed to be a "change in applicable law" for the purposes of this Section 10.2, regardless of the date enacted, adopted or issued), in each case to the extent that such New Rules are materially different from those applicable laws, regulations, treaties or compliance by any Lender with any request official directives or directive regulatory requirements (whether or not having the interpretation or application thereof) which are in full force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based and effect on the LIBOR Rate or its obligation to make loans based on date hereof. The Agent shall promptly notify the LIBOR Rate; Borrower and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the Agent for the benefit of such Lender such additional that amount as will compensate which compensates such Lender for such increased additional cost or reduction in income ("Additional Compensation") on the next Libor Interest Date in the case of a Libor Loan, on the next date on which standby fees are payable under Section 5.7 in the case of standby fees and on the next Interest Date in any other case (and each such reductionsuccessive date, so long if and as applicable). The Borrower shall not be obligated to pay any portion of such amounts have accrued on or after Additional Compensation accruing under this Section 10.2 for any period prior to the day date which is one‑hundred eighty ninety (18090) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effectAgent, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase‑in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence behalf of such Lender’s obligations hereunder , gives notice to a level below the Borrower that which such Lender or such controlling Person could have achieved but for such change, adoption, phase‑in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied Additional Compensation is so accruing. A certificate by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the duly authorized officer of such Lender responsible for administering its Loans, becomes aware prepared in good faith setting forth the amount of the occurrence Additional Compensation and the basis for it must be submitted by the Agent to the Borrower and is conclusive evidence, in the absence of an event or manifest error, of the existence amount of a condition that would entitle such the Additional Compensation. Such Lender to receive payments under this Section 3.2shall, it will, for the purposes of the calculation of Additional Compensation and to the extent not inconsistent contractually permitted, treat the Borrower in a manner consistent with other borrowers of such Lender having credit facilities with such Lender comparable to the internal policies credit facilities hereunder. If the Agent notifies the Borrower that Additional Compensation is owed, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender and any applicable legal or regulatory restrictionsthe Borrower shall have the right, use reasonable efforts upon written irrevocable prior notice of at least three (3) Business Days to (i) makethe Agent at the Agent's Branch of Account, issue, fund or maintain its Loans through another office to make payment in full to the Agent for the account of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, respect of the making, issuing, funding or maintaining applicable Borrowing on the date specified in such notice together with accrued interest in respect of such Loans through Borrowing or to convert such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests Borrowing into another basis of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to Borrowing available under this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest errorAgreement.

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

Increased Cost. (a) If, after subsequent to the Closing Datedate of this Agreement, the adoption introduction of, or any change in, in or the implementation of any applicable law, rule or regulation, treaty or official directive or regulatory requirement of general application now or hereafter in effect (whether or not having the force of law) or any change in the interpretation or administration of any applicable law, rule or regulation application thereof by any court or by any judicial or Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof thereof, or if compliance by any Lender with any request from any central bank or other fiscal, monetary or other authority (provided that notwithstanding whether or not having the force of law): (a) subjects a Lender to any Tax, or changes the basis of taxation (through Taxes) of payments due to such Lender or increases any existing Tax, on payments of principal, interest or other amounts payable by the Borrower to such Lender under this Agreement; (b) imposes, modifies or deems applicable any reserve, special deposit, capital adequacy, regulatory or similar requirement against assets or liabilities held by, or deposits in or for the account of, or loans to, or any other acquisition of funds for loans or commitments to fund loans or obligations in respect of bankers' acceptances accepted by a Lender or letters of credit issued by a Lender; or (c) imposes on a Lender any other condition with respect to this Agreement; and the result of (a), (b), or (c) is, in the sole determination of such Lender acting reasonably and in good faith, to increase the cost to such Lender or to reduce the income or return which is receivable by such Lender in respect of a Borrowing or standby fees payable pursuant to Section 5.7, such Lender shall promptly notify the Agent. Notwithstanding anything herein to the contrary, (a) the ▇▇▇▇‑-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all regulations, requests, rules, guidelines or directives thereunder or issued in connection therewith therewith, and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States, Canadian or other regulatory authorities, in each case pursuant to Basel III ((a) and (b) being, the "New Rules"), shall in each case be considered deemed to be a "change in applicable law" for the purposes of this Section 11.2, regardless of the date enacted, adopted or issued), in each case to the extent that such New Rules are materially different from those Applicable Laws, regulations, treaties or compliance by any Lender with any request official directives or directive regulatory requirements (whether or not having the interpretation or application thereof) which are in full force of law) issued after the Closing Date of any such authority, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based and effect on the LIBOR Rate or its obligation to make loans based on date hereof. The Agent shall promptly notify the LIBOR Rate; Borrower and the result of anything described in clauses (i) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant to Section 3.1), Borrower shall pay directly to the Agent for the benefit of such Lender such additional that amount as will compensate which compensates such Lender for such increased additional cost or reduction in income ("Additional Compensation") on the next Libor Interest Date in the case of a Libor Loan, on the next date on which standby fees are payable under Section 5.7 in the case of standby fees and on the next Interest Date in any other case (and each such reductionsuccessive date, so long if and as applicable). The Borrower shall not be obligated to pay any portion of such amounts have accrued on or after Additional Compensation accruing under this Section 11.2 for any period prior to the day date which is one‑hundred eighty ninety (18090) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effectAgent, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall govern. (b) If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase‑in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence behalf of such Lender’s obligations hereunder , gives notice to a level below the Borrower that which such Lender or such controlling Person could have achieved but for such change, adoption, phase‑in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied Additional Compensation is so accruing. A certificate by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the duly authorized officer of such Lender responsible for administering its Loans, becomes aware prepared in good faith setting forth the amount of the occurrence Additional Compensation and the basis for it must be submitted by the Agent to the Borrower and is conclusive evidence, in the absence of an event or manifest error, of the existence amount of a condition that would entitle such the Additional Compensation. Such Lender to receive payments under this Section 3.2shall, it will, for the purposes of the calculation of Additional Compensation and to the extent not inconsistent contractually permitted, treat the Borrower in a manner consistent with other borrowers of such Lender having credit facilities with such Lender comparable to the internal policies credit facilities hereunder. If the Agent notifies the Borrower that Additional Compensation is owed, the Borrower shall pay such Additional Compensation to the Agent for the account of such Lender and any applicable legal or regulatory restrictionsthe Borrower shall have the right, use reasonable efforts upon written irrevocable prior notice of at least three (3) Business Days to (i) makethe Agent at the Agent's Branch of Account, issue, fund or maintain its Loans through another office to make payment in full to the Agent for the account of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, respect of the making, issuing, funding or maintaining applicable Borrowing on the date specified in such notice together with accrued interest in respect of such Loans through Borrowing or to convert such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests Borrowing into another basis of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to Borrowing available under this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest errorAgreement.

Increased Cost. Borrower shall reimburse or compensate Lender, within [Redacted] for all costs incurred, losses suffered or payments made by Lender which are applied or [Redacted] allocated by Lender to the Transaction [Redacted] by reason of any and all future reserve, deposit, capital adequacy or similar requirements against (aor against any class of or change in or in the amount of) Ifassets, after the Closing Date, the adoption liabilities or commitments of, or any change inextensions of credit by, any applicable law, rule Lender or regulation, the adoption of or any change in any requirement of law or in the interpretation or administration application thereof after the date hereof (including any Tax or increased Tax of any applicable lawkind (other than (A) Indemnified Taxes, rule or regulation by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof (provided that notwithstanding anything herein to the contrary, the ▇▇▇▇‑▇▇▇▇▇ ▇▇▇▇ Street Reform B) Excluded Taxes and Consumer Protection Act (C) Connection Income Taxes)); and all requests, rules, guidelines or directives thereunder or issued in connection therewith shall be considered a change in applicable law, regardless of the date enacted, adopted or issued), or compliance by any Lender with any request directive, or directive (requirements from any regulatory authority, whether or not having the force of law) issued after the Closing Date law on its loans, loan principal, letters of any such authoritycredit, central bank or comparable agency: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB), special deposit or similar requirement against assets of, deposits with or for the account ofcommitments, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its ability to make loans based on the LIBOR Rate obligations, or its deposits, reserves, other liabilities or capital attributable thereto); provided that Borrower shall not be under any obligation to make loans based on the LIBOR Rate; and the result of anything described in clauses (icompensate Agent pursuant to this Section 2(q) and (ii) above is to increase the cost to (or to impose a cost on) such Lender of making or maintaining any loan based on the LIBOR Rate, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), and without duplication of other payment obligations of Borrower hereunder (including pursuant increased costs or reductions with respect to Section 3.1), Borrower shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days any period prior to the date on which that is [Redacted] prior to such Lender first made demand therefor; provided that request if Agent knew or should reasonably have been expected to know of the event circumstances giving rise to such increased costs or reductions has retroactive effectand of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided, further, that, if the applicable change in law is retroactive, then such one‑hundred eighty (180) day [Redacted] period shall be extended to include the period of retroactive effect. For the avoidance of doubt, this clause (a) will not apply to any such increased costs or reductions resulting from Taxes, as to which Section 3.1 shall governeffect thereof. (b) If any Lender shall reasonably determine that any change after the Closing Date in, or the adoption or phase‑in after the Closing Date of, any applicable law, rule or regulation regarding capital adequacy, or any change after the Closing Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or the compliance by any Lender or any Person controlling such Lender with any request or directive issued after the Closing Date regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder to a level below that which such Lender or such controlling Person could have achieved but for such change, adoption, phase‑in or compliance (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, within five (5) Business Days of demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to Agent), Borrower shall pay to such Lender such additional amount as will compensate such Lender or such controlling Person for such reduction, so long as such amounts have accrued on or after the day which is one‑hundred eighty (180) days prior to the date on which such Lender first made demand therefor; provided that if the event giving rise to such costs or reductions has retroactive effect, such one‑hundred eighty (180) day period shall be extended to include the period of retroactive effect. (c) Each Lender agrees that, as promptly as practicable after the officer of such Lender responsible for administering its Loans, becomes aware of the occurrence of an event or the existence of a condition that would entitle such Lender to receive payments under this Section 3.2, it will, to the extent not inconsistent with the internal policies of such Lender and any applicable legal or regulatory restrictions, use reasonable efforts to (i) make, issue, fund or maintain its Loans through another office of such Lender, or (ii) take such other measures as such Lender may deem reasonable, if as a result thereof the additional amounts which would otherwise be required to be paid to such Lender pursuant to this Section 3.2 would be materially reduced and if, as determined by such Lender in its sole discretion, the making, issuing, funding or maintaining of such Loans through such other office or in accordance with such other measures, as the case may be, would not otherwise adversely affect such Loans or the interests of such Lender; provided that such Lender will not be obligated to utilize such other office pursuant to this clause (c) unless Borrower agrees to pay all incremental expenses incurred by such Lender as a result of utilizing such other office as described above. A certificate as to the amount of any such expenses payable by Borrower pursuant to this clause (c) (setting forth in reasonable detail the basis for requesting such amount) submitted by such Lender to Borrower (with a copy to Agent) shall be conclusive absent manifest error.