Common use of Increased Cost Clause in Contracts

Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Such Bank will notify the Borrower (with a copy to the Administrative Agent) of any event occurring after the Effective Date which will entitle such Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, shall be conclusive, provided that such determinations are made on a reasonable basis. The provisions of this Section 2.17 shall survive termination of this Agreement.

Increased Cost. From time If, after the date hereof, any Regulatory -------------- Change or compliance with any request or directive (whether or not having the force of law) of any governmental authority, central Lender or comparable agency: (i) shall subject any Lender to time upon 30 days’ prior notice any tax, duty or other charge with respect to the Borrower from a Bank (with a copy to the Administrative Agent)Eurodollar Advances, the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder Warehousing Note or its obligation to make any such Loans hereunderEurodollar Advances, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes shall change the basis of taxation of any amounts payable payment to such Bank Lender of the principal of or interest on Eurodollar Advances or any other amounts due under this Agreement or its Note in respect of any Eurodollar Advances or its obligation to make Eurodollar Advances (except for changes in the rate of such Loans (other than taxes imposed tax on the overall net income of such Bank or of its Lending Office for any of such Loans Lender imposed by the laws of the United States or any jurisdiction where the Principal Office or in which such Lending Office Lender's principal office is located); or (ii) shall impose, modify or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loan, capital requirement or similar requirements relating requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any such requirement to any extensions of credit or other the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, or any deposits with or other liabilities for the account of, such Bank (including or credit extended by, any of such Loans Lender or shall impose on any deposits referred to in Lender or on the definition of LIBOR Rate); or (3) imposes interbank Eurodollar market any other condition affecting Eurodollar Advances, such Lender's Warehousing Note or its obligation to make Eurodollar Advances; and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any Eurodollar Advance, or to reduce the amount of any sum received or receivable by such Lender under this Agreement or under its Note Warehousing Note, then, within 30 days after written demand by such Lender, the Company shall pay to such Lender such additional amount or amounts as will compensate such Lender for such increased cost or reduction; provided, that the Company shall not be obligated to pay any such additional amount (or any of i) unless such extensions of credit or liabilities). Such Bank will notify Lender shall first have notified the Borrower (with a copy Company in writing that it intends to the Administrative Agent) of any event occurring after the Effective Date which will entitle seek such Bank to compensation pursuant to this Section 2.17 Section, or (ii) to the extent such additional amount is attributable to the period ending 91 days prior to the date of the first such notice with respect to such Regulatory Change (the "Excluded Period"), except to the extent any amount is attributable to the Excluded Period as promptly as practicable after it obtains knowledge thereof and determines to request such compensationa result of the retroactive application of the applicable Regulatory Change. Determinations by A certificate of any Bank for purposes of Lender claiming compensation under this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans2.08, and of setting forth the additional amount or amounts required to compensate any such Bank be paid to it hereunder and stating in respect reasonable detail the basis for the charge and the method of any Additional Costscomputation, shall be conclusiveconclusive in the absence of manifest error. In determining such amount, provided that such determinations are made Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any period shall not constitute a reasonable basis. The provisions waiver of this Section 2.17 shall survive termination of this Agreementsuch Lender's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent period.

Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a If any Regulatory Change: (a) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable respect to its making or maintaining any LIBOR Loans hereunder Eurodollar Rate Advances, its Notes or its obligation to make any such Loans hereunder, Eurodollar Rate Advances or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes shall change the basis of taxation of payment to any Bank (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts payable to such Bank due under this Agreement or its Note in respect of any its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of such Loans (other than taxes imposed tax on the overall net income of such Bank or of its Applicable Lending Office for any of such Loans imposed by the jurisdiction where the Principal Office in which such Bank’s principal office or such Applicable Lending Office is located); or (b) shall impose, modify or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loan, deposit or similar requirements relating requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any extensions of credit or other Eurodollar Rate Advance any such requirement to the extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, or any deposits with or other liabilities for the account of, such or credit extended by, any Bank’s Applicable Lending Office or against Letters of Credit issued by the Agent or shall impose on any Bank (including any of such Loans or any deposits referred to in its Applicable Lending Office) or the definition of LIBOR Rate); or (3) imposes interbank Eurodollar market any other condition affecting its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note (or any of Notes, then, within 30 days after demand by such extensions of credit or liabilities). Such Bank will notify the Borrower (with a copy to the Administrative Agent) ), the Borrowers shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify the Borrowers’ Agent and the Agent of any event of which it has knowledge, occurring after the Effective Date date hereof, which will entitle such Bank to compensation pursuant to this Section 2.17 as promptly as practicable 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 thereof 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 determines after the date 45 days prior to request the date that such compensationBank does give such notice; provided, however, that to the extent such additional amounts accrue during such period due to the retroactive effect of the applicable Regulatory Change promulgated during the period prior to the Borrowers’ Agent’s receipt of such notice, the limitation set forth in this sentence shall not apply. Determinations by A certificate of any Bank for purposes of claiming compensation under this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of LoansSection, and of setting forth the additional amount or amounts required to compensate any such Bank be paid to it hereunder and stating in respect reasonable detail the basis for the charge and the method of any Additional Costscomputation, shall be conclusiveconclusive in the absence of error. In determining such amount, provided that any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such determinations are made on a reasonable basis. The provisions of this Section 2.17 shall survive termination of this AgreementBank’s rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.

Increased Cost. From time If, after the date hereof, any Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to time upon 30 days’ prior notice any tax, duty, or other charge with respect to the Borrower from a Bank (with a copy to the Administrative Agent)any Libor Accounts, the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder Notes, or its obligation to make any such Loans hereunderLibor Accounts, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes change the basis of taxation of any amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note Notes in respect of any of such Loans Libor Accounts (other than franchise taxes or taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans Lender by the jurisdiction where the Principal in which such Lender is organized, has its principal office or such Applicable Lending Office or such Lending Office is locateddoing business); ; (ii) shall impose, modify, or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loanassessment, or similar requirements requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank Lender (or its Applicable Lending Office), including any the Commitments of such Loans Lender hereunder; or (iii) shall impose on such Lender (or any deposits referred to in its Applicable Lending Office) or the definition of LIBOR Rate); or (3) imposes London interbank market any other condition affecting this Agreement or its Note (Notes or any of such extensions of credit or liabilities). Such Bank will notify liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) by an amount deemed by such Lender to be material of making, Converting into, Continuing, or maintaining any Libor Accounts or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Notes with respect to any Libor Accounts, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent) ), suspend the obligation of any such Lender to make or maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event occurring after or condition giving rise to such request ceases to be in effect (in which case the Effective Date which will entitle such Bank to compensation pursuant to this provisions of Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, 6.4 shall be conclusive, applicable); provided that such determinations are made on a reasonable basis. The provisions suspension shall not affect the right of this Section 2.17 shall survive termination of this Agreementsuch Lender to receive the compensation so requested.

Increased Cost. From time If any Regulatory Change: (i) shall subject any Lender or the L/C Issuer (or its Applicable Lending Office) to time upon 30 days’ prior notice any tax, duty or other charge with respect to the Borrower from a Bank (with a copy to the Administrative Agent)any Loan, the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder Note or its obligation to make any such Loans hereunderLoan whose interest is determined by reference to a Relevant Rate available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any reduction in any amount receivable by amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes the basis of taxation of any amounts payable Loan whose interest is determined by reference to such Bank under this Agreement or its Note in respect of any of such Loans a Relevant Rate (other than franchise taxes or taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans Lender by the jurisdiction where the Principal in which such Lender is organized, has its principal office or such Applicable Lending Office or such Lending Office is locateddoing business); ; (ii) shall impose, modify or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirements requirement (other than as set forth in Section 6.1(d)) utilized in the determination of a Relevant Rate relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank Lender or L/C Issuer (or its Applicable Lending Office), including any the Commitment of such Loans Lender hereunder; or (iii) shall impose on such Lender or any deposits referred to in L/C Issuer (or its Applicable Lending Office), the definition of LIBOR Rate); or (3) imposes applicable interbank market any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Such Bank will notify liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing or maintaining any Loan whose interest is determined by reference to a Relevant Rate or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Loan whose interest is determined by reference to a Relevant Rate, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent) ), suspend the obligation of such Lender to make or maintain any event occurring after Loan whose interest is determined by reference to the Effective Date which will entitle such Bank applicable Relevant Rate, or to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Convert Base Rate Loans or on amounts receivable by it in respect of into Term SOFR Loans, and until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of the additional amounts required to compensate any such Bank in respect of any Additional Costs, Section 6.4 shall be conclusive, applicable); provided that such determinations are made on a reasonable basis. The provisions suspension shall not affect the right of this Section 2.17 shall survive termination of this Agreementsuch Lender to receive the compensation so requested.

Increased Cost. From time If any Regulatory Change: (a) shall subject any Lender (or its Applicable Lending Office) to time upon 30 days’ prior notice any tax, duty or other charge with respect to its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances or shall change the basis of taxation of payment to any Lender (or its Applicable Lending Office) of the principal of or interest on its Eurodollar Rate Advances or any other amounts due under this Agreement in respect of its Eurodollar Rate Advances or its obligation to make Eurodollar Rate Advances (except for changes in the rate of tax on the overall net income of such Lender or its Applicable Lending Office imposed by the jurisdiction in which such Lender's principal office or Applicable Lending Office is located); or (b) shall impose, modify or deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board, but excluding, with respect to any Eurodollar Rate Advance, any such requirement to the Borrower from a Bank extent included in calculating the applicable Adjusted Eurodollar Rate) against assets of, deposits with or for the account of, or credit extended by, any Lender's Applicable Lending Office or against Letters of Credit issued by the Agent or shall impose on any Lender (or its Applicable Lending Office) or on the United States market for certificates of deposit or the interlender Eurodollar market any other condition affecting its Eurodollar Rate Advances, its Notes or its obligation to make Eurodollar Rate Advances; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making or maintaining any Eurodollar Rate Advance, or to reduce the amount of any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or under its Notes, then, within 30 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such Lender such additional amount or amounts as any Bank may determine to be necessary to will compensate such Bank Lender for any costs incurred by such Bank which such Bank determines are attributable to its making increased cost or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in the definition of LIBOR Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities)reduction. Such Bank Each Lender will promptly notify the Borrower (with a copy to and the Administrative Agent) Agent of any event of which it has knowledge, occurring after the Effective Date date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines will designate a different Applicable Lending Office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment of such Lender, be otherwise disadvantageous to request such compensationLender. Determinations by any Bank for purposes of this Section 2.17 of the effect A certificate of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of LoansLender claiming compensation under this Section, and of setting forth the additional amount or amounts to be paid to it hereunder and stating in reasonable detail the basis for the charge and the method of computation, shall be conclusive in the absence of error. In determining such amount, any Lender may use any reasonable averaging and attribution methods. Failure on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable shall not constitute a waiver of such Lender's rights to demand compensation for any increased costs or reduction in amounts subsequently received or receivable; provided, however, that, unless Regulatory Change has a retroactive effect, the Borrower shall not be required to compensate such Lender for any such Bank in respect of any Additional Costs, shall be conclusive, provided amounts or costs incurred more than 180 days prior to the date that such determinations are made on a reasonable basis. The provisions Lender notifies the Borrower of this Section 2.17 shall survive termination of this Agreementsuch Lender's intention to claim compensation therefor.

Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from a) If any Change in Law after the Effective Date which: shall: (1i) changes the basis of taxation of any amounts payable to such Bank under this Agreement impose, modify or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirements relating to any extensions of credit or other requirement against assets of, or any deposits with or other liabilities for the account of, such Bank or credit extended by, any Lender (including except any of such Loans Reserve Requirements imposed pursuant to Section 2.17) or any deposits referred to in LC Issuer; or (ii) impose on any Lender or any LC Issuer or the definition of LIBOR Rate); or (3) imposes London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or its Note Eurocurrency Loans made by such Lender or any Facility LC or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting into, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) by an amount deemed by such Lender or such LC Issuer to be material or to increase the cost to such Lender, such LC Issuer or such other Recipient of participating in, issuing or maintaining any Facility LC by an amount deemed by such Lender or such LC Issuer to be material or to reduce the amount of any sum received or receivable by such Lender, such LC Issuer or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such LC Issuer to be material, then, upon request of such extensions Lender, LC Issuer or other Recipient, the applicable Borrower will pay to such Lender, such LC Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such LC Issuer or such other Recipient, as the case may be, for such material additional costs incurred or reduction suffered. (b) If any Lender or any LC Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of credit reducing the rate of return on such Lender’s or liabilities). Such Bank such LC Issuer’s capital or on the capital of such Lender’s or such LC Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such LC Issuer, to a level below that which such Lender or such LC Issuer or such Lender’s or such LC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such LC Issuer’s policies and the policies of such Lender’s or such LC Issuer’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or such LC Issuer to be material, then from time to time the applicable Borrower will notify pay to such Lender or such LC Issuer, as the Borrower case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer or such Lender’s or such LC Issuer’s holding company for any such material reduction suffered. (with c) A certificate of a copy Lender or such LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such LC Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Administrative AgentCompany and shall be conclusive absent manifest error. The Company shall pay, or cause the other Borrowers to pay, such Lender or such LC Issuer, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof. (d) Failure or delay on the part of any event occurring after the Effective Date which will entitle such Bank Lender or any LC Issuer to demand compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines shall not constitute a waiver of such Lender’s or such LC Issuer’s right to request demand such compensation. Determinations by any Bank for purposes of ; provided that the Company shall not be required to compensate a Lender or a LC Issuer pursuant to this Section 2.17 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or such LC Issuer, as the case may be, notifies the Company of the effect of any Change in Law on its giving rise to such increased costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, reductions and of such Lender’s or such LC Issuer’s intention to claim compensation therefor; provided further that, if the additional amounts required Change in Law giving rise to compensate any such Bank in respect of any Additional Costsincreased costs or reductions is retroactive, then the 270-day period referred to above shall be conclusive, provided that such determinations are made on a reasonable basis. The provisions extended to include the period of this Section 2.17 shall survive termination of this Agreementretroactive effect thereof .

Increased Cost. From time If, after the Closing Date, any Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of Law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to time upon 30 days’ prior notice any tax, duty, or other charge with respect to the Borrower from a Bank (with a copy to the Administrative Agent)any Libor Accounts, the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder Notes, or its obligation to make any such Loans hereunderLibor Accounts, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes change the basis of taxation of any amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note Notes in respect of any of such Loans Libor Accounts (other than franchise taxes or taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans Lender by the jurisdiction where the Principal in which such Lender is organized, has its principal office or such Applicable Lending Office or such Lending Office is locateddoing business); ; (ii) shall impose, modify, or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loanassessment, or similar requirements requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank Lender (or its Applicable Lending Office), including any the Revolving Commitments of such Loans Lender hereunder; or (iii) shall impose on such Lender (or any deposits referred to in its Applicable Lending Office) or the definition of LIBOR Rate); or (3) imposes London interbank market any other condition affecting this Agreement or its Note (Notes or any of such extensions of credit or liabilitiesliabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Libor Accounts or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Notes with respect to any Libor Accounts, then Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction, as then or previously incurred. If any Lender requests compensation by Borrower under this SECTION 5.1(a). Such Bank will notify the , Borrower may, by notice to such Lender (with a copy to the Administrative Agent) ), suspend the obligation of any such Lender to make or maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event occurring after or condition giving rise to such request ceases to be in effect (in which case the Effective Date which will entitle such Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes provisions of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, SECTION 5.4 shall be conclusive, provided applicable); PROVIDED that such determinations are made on a reasonable basis. The provisions suspension shall not affect the right of this Section 2.17 shall survive termination of this Agreementsuch Lender to receive the compensation so requested.

Increased Cost. From time If any Regulatory Change: (i) shall subject any Lender (or its Applicable Lending Office) to time upon 30 days’ prior notice any tax, duty or other charge with respect to the Borrower from a Bank (with a copy to the Administrative Agent)any Libor Balances or IBOR Balances, the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder Note or its obligation to make any such Loans hereunderLibor Balances or IBOR Balances available to the Borrower or (as the case may be) issuing or participating in Letters of Credit, or change the basis of taxation of any reduction in any amount receivable by amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note in respect of any such Loans Libor Balances or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note in respect of any of such Loans IBOR Balances (other than franchise taxes or taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans Lender by the jurisdiction where the Principal in which such Lender is organized, has its principal office or such Applicable Lending Office or such Lending Office is locateddoing business); ; (ii) shall impose, modify or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loan, assessment or similar requirements requirement (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 other liabilities or commitments of, such Bank Lender (or its Applicable Lending Office), including any the Commitment of such Loans Lender hereunder; or (iii) shall impose on such Lender (or any deposits referred its Applicable Lending Office), the London interbank market or the offshore interbank market (with respect to in the definition of LIBOR IBOR Rate); or (3) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Such Bank will notify liabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing or maintaining any Libor Balances or IBOR Balances or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Note with respect to any Libor Balances or IBOR Balances, then the Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by the Borrower under this Section 6.1(a), the Borrower may, by notice to such Lender (with a copy to the Administrative Agent) ), suspend the obligation of such Lender to make or maintain Libor Balances or IBOR Balances, or to Convert any event occurring after the Effective Date which will entitle such Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 portion of the Base Rate Balances into Libor Balances or IBOR Balances, until the event or condition giving rise to such request ceases to be in effect (in which case the provisions of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, Section 6.4 shall be conclusive, applicable); provided that such determinations are made on a reasonable basis. The provisions suspension shall not affect the right of this Section 2.17 shall survive termination of this Agreementsuch Lender to receive the compensation so requested.

Increased Cost. From time If, after the Closing Date, any Regulatory Change -------------- or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to time upon 30 days’ prior notice any tax, duty, or other charge with respect to the Borrower from a Bank (with a copy to the Administrative Agent)any Libor Accounts, the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder Notes, or its obligation to make any such Loans hereunderLibor Accounts, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes change the basis of taxation of any amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note Notes in respect of any of such Loans Libor Accounts (other than franchise taxes or taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans Lender by the jurisdiction where the Principal in which such Lender is organized, has its principal office or such Applicable Lending Office or such Lending Office is locateddoing business); ; (ii) shall impose, modify, or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loanassessment, or similar requirements requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank Lender (or its Applicable Lending Office), including any the Commitments of such Loans Lender hereunder; or (iii) shall impose on such Lender (or any deposits referred to in its Applicable Lending Office) or the definition of LIBOR Rate); or (3) imposes London interbank market any other condition affecting this Agreement or its Note (Notes or any of such extensions of credit or liabilitiesliabilities or commitments; and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Libor Accounts or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Notes with respect to any Libor Accounts, then Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction, as then or previously incurred. If any Lender requests compensation by Borrower under this Section 6.1(a). Such Bank will notify the , Borrower may, by notice to such Lender (with a copy to the -------------- Administrative Agent) ), suspend the obligation of any such Lender to make or maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event occurring after or condition giving rise to such request ceases to be in effect (in which case the Effective Date which will entitle such Bank to compensation pursuant to this provisions of Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, 6.4 shall be conclusive, ----------- applicable); provided that such determinations are made on a reasonable basis. The provisions suspension shall not affect the right of this Section 2.17 shall survive termination of this Agreement-------- such Lender to receive the compensation so requested.

Increased Cost. From If a Lender or the Facility Agent determines that after -------------- the date hereof and prior to the Conversion Date any change in any applicable law or regulation or any change in the interpretation or application thereof or compliance by such Lender or the Facility Agent with any applicable direction, request or requirement with which a Lender is bound to comply (whether or not having the force of law) of any central bank or competent governmental or other authority does or will subject the Lender or the Facility Agent to any increase in the cost to the Lender or the Facility Agent of agreeing to make or making, funding or maintaining its Available Commitment or any Disbursement bearing interest at the Floating Rate, such Lender shall promptly after first becoming aware thereof through the Facility Agent so notify the Borrower, and the Borrower shall from time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent), the Borrower shall demand pay to the Administrative Facility Agent for the account of such Lender or the applicable Bank Facility Agent, as the case may be, such additional amounts as any Bank may determine to shall be necessary required to compensate the Lender or the Facility Agent for such Bank for any costs incurred by such Bank which such Bank determines are attributable increased costs. Notwithstanding anything to its making or maintaining any LIBOR Loans the contrary in this Agreement, no demand hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs increased cost shall be made, and reductions in amounts receivable being herein called “Additional Costs”), resulting from the Borrower shall not be obligated to pay any Change in Law after the Effective Date which: (1) changes the basis of taxation of any amounts payable to such Bank under this Agreement or its Note amount in respect of any an increased cost, after the 45th day following the earliest to occur of (i) the discovery of such Loans increased cost, (other than taxes imposed on ii) the overall net income Conversion Date and (iii) the payment in full of such Bank Lender's Pro-Rata Share of the Loan and all interest accrued thereon. So long as no Event of Default has occurred and is continuing, the Borrower and the Facility Agent in consultation with such Lender shall discuss in good faith in accordance with Clause 7.03 whether any alternative arrangement may be made (at the Borrower's expense) to avoid, mitigate or of its Lending Office for any limit the extent of such Loans by increased cost including, without limitation, the jurisdiction where affected Lender or the Principal Office or Facility Agent transferring its rights and obligations hereunder, although the Lender will not be obligated to do so. So long as the circumstances giving rise to such Lending Office is located); or (2) imposes or modifies any reserveincreased cost continue, special depositand the Conversion Date shall not have occurred prior to the date of prepayment hereinafter referred to, compulsory loanthe Borrower may, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to in after giving the definition of LIBOR Rate); or Facility Agent not less than three (3) imposes Banking Days' prior written notice, prepay all (but not less than all) of such Lender's Pro-Rata Share of the Loan together with accrued but unpaid interest thereon to the date of prepayment and any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Such Bank will notify amounts, including amounts for which the Borrower (with a copy to the Administrative Agent) of any event occurring after the Effective Date which will entitle such Bank to compensation is liable pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof Clause 7.02 or Clause 15.01, then due and determines payable by the Borrower to request such compensation. Determinations by Lender under any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by Operative Documents to which it in respect of Loansis a party, and upon the giving of the additional amounts required to compensate any such Bank in respect of any Additional Costs, notice such Lender's Commitment shall be conclusivecancelled. Notwithstanding the foregoing, provided that such determinations are made on a reasonable basis. The provisions of this Section 2.17 in no event shall survive termination of this Agreementthe Borrower be obligated to reimburse any Lender or the Facility Agent for any increased cost arising after the Conversion Date.

Increased Cost. From time If, after the Closing Date, any Regulatory Change or compliance by any Lender (or its Applicable Lending Office) with any request or directive (whether or not having the force of law) of any Governmental Authority, central bank, or comparable agency: (i) shall subject such Lender (or its Applicable Lending Office) to time upon 30 days’ prior notice any tax, duty, or other charge with respect to the Borrower from a Bank (with a copy to the Administrative Agent)any Libor Accounts, the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder Notes, or its obligation to make any such Loans hereunderLibor Accounts, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes change the basis of taxation of any amounts payable to such Bank Lender (or its Applicable Lending Office) under this Agreement or its Note Notes in respect of any of such Loans Libor Accounts (other than franchise taxes or taxes imposed on or measured by the overall net income of such Bank or of its Lending Office for any of such Loans Lender by the jurisdiction where the Principal Office in which such Lender is organized, has its principal office or such Applicable Lending Office Office, or is locateddoing business); ; (ii) shall impose, modify, or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loanassessment, or similar requirements requirement (other than the Reserve Requirement utilized in the determination of the Adjusted Libor Rate) relating to any extensions of credit or other assets of, or any deposits with or other liabilities or commitments of, such Bank Lender (or its Applicable Lending Office), including any the Commitments of such Loans Lender hereunder; or (iii) shall impose on such Lender (or any deposits referred to in its Applicable Lending Office) or the definition of LIBOR Rate); or (3) imposes London interbank market any other condition affecting this Agreement or its Note (Notes or any of such extensions of credit or liabilitiesliabilities or commitments; 45 and the result of any of the foregoing is to increase the cost to such Lender (or its Applicable Lending Office) of making, Converting into, Continuing, or maintaining any Libor Accounts or to reduce any sum received or receivable by such Lender (or its Applicable Lending Office) under this Agreement or its Notes with respect to any Libor Accounts, then Borrower shall pay to such Lender on demand such amount or amounts as will compensate such Lender for such increased cost or reduction. If any Lender requests compensation by Borrower under this Section 6.1(a). Such Bank will notify the , Borrower may, by notice to such Lender (with a copy to Agent), suspend the Administrative Agent) obligation of any such Lender to make or maintain Libor Accounts, or to Convert Base Rate Accounts into Libor Accounts, until the event occurring after or condition giving rise to such request ceases to be in effect (in which case the Effective Date which will entitle such Bank to compensation pursuant to this provisions of Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation. Determinations by any Bank for purposes of this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amounts required to compensate any such Bank in respect of any Additional Costs, 6.4 shall be conclusive, applicable); provided that such determinations are made on a reasonable basis. The provisions suspension shall not affect the right of this Section 2.17 shall survive termination of this Agreementsuch Lender to receive the compensation so requested.

Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a Bank (with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making or maintaining any LIBOR Loans hereunder or its obligation to make any such Loans hereunder, or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from a) If any Change in Law after the Effective Date which: shall: (1i) changes the basis of taxation of any amounts payable to such Bank under this Agreement impose, modify or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirements relating to any extensions of credit or other requirement against assets of, or any deposits with or other liabilities for the account of, such Bank or credit extended by, any Lender (including except any of such Loans Reserve Requirements imposed pursuant to Section 2.17) or any deposits referred to in LC Issuer; or (ii) impose on any Lender or any LC Issuer or the definition of LIBOR Rate); or (3) imposes London interbank market any other condition condition, cost or expense (other than Taxes) affecting this Agreement or its Note Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein; and the result of any of the foregoing shall be to increase the cost to such Lender or such other Recipient of making, converting into, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan) by an amount deemed by such Lender or such LC Issuer to be material or to increase the cost to such Lender, such LC Issuer or such other Recipient of participating in, issuing or maintaining any Letter of Credit by an amount deemed by such Lender or such LC Issuer to be material or to reduce the amount of any sum received or receivable by such Lender, such LC Issuer or such other Recipient hereunder (whether of principal, interest or otherwise) by an amount deemed by such Lender or such LC Issuer to be material, then, upon request of such extensions of credit Lender, LC Issuer or liabilities). Such Bank will notify other Recipient, the Borrower will pay to such Lender, such LC Issuer or such other Recipient, as the case may be, such additional amount or amounts as will compensate such Lender, such LC Issuer or such other Recipient, as the case may be, for such material additional costs incurred or reduction suffered. (b) If any Lender or any LC Issuer determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or such LC Issuer’s capital or on the capital of such Lender’s or such LC Issuer’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such LC Issuer, to a level below that which such Lender or such LC Issuer or such Lender’s or such LC Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such LC Issuer’s policies and the policies of such Lender’s or such LC Issuer’s holding company with respect to capital adequacy and liquidity) by an amount deemed by such Lender or such LC Issuer to be material, then from time to time the Borrower will pay to such Lender or such LC Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such LC Issuer or such Lender’s or such LC Issuer’s holding company for any such material reduction suffered. (c) A certificate of a copy Lender or such LC Issuer setting forth the amount or amounts necessary to compensate such Lender or such LC Issuer or its holding company, as the case may be, as specified in paragraph (a) or (b) of this Section shall be delivered to the Administrative AgentBorrower and shall be conclusive absent manifest error. The Borrower shall pay such Lender or such LC Issuer, as the case may be, the amount shown as due on any such certificate within 15 days after receipt thereof. (d) Failure or delay on the part of any event occurring after the Effective Date which will entitle such Bank Lender or any LC Issuer to demand compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines shall not constitute a waiver of such Lender’s or t such LC Issuer’s right to request demand such compensation. Determinations by any Bank for purposes of ; provided that the Borrower shall not be required to compensate a Lender or a LC Issuer pursuant to this Section 2.17 for any increased costs or reductions incurred more than 270 days prior to the date that such Lender or such LC Issuer, as the case may be, notifies the Borrower of the effect of any Change in Law on its giving rise to such increased costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, reductions and of such Lender’s or such LC Issuer’s intention to claim compensation therefor; provided further that, if the additional amounts required Change in Law giving rise to compensate any such Bank in respect of any Additional Costsincreased costs or reductions is retroactive, then the 270-day period referred to above shall be conclusive, provided that such determinations are made on a reasonable basis. The provisions extended to include the period of this Section 2.17 shall survive termination of this Agreementretroactive effect thereof .

Increased Cost. From time (a) If any Regulatory Change occurs and the result of any such Regulatory Change is to time upon 30 days’ prior notice increase the cost to (or in the Borrower from case of Regulation D, to impose a Bank (with a copy to cost on or increase the Administrative Agent)cost to) Lender of making, the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable to its making maintaining or maintaining funding any LIBOR Loans hereunder or its obligation to make any such Loans hereunderLoan, or to reduce the amount of any reduction in any amount sum received or receivable by such Bank Lender under this Agreement or under the Revolving Credit Note with respect thereto, by an amount deemed by Lender, in its Note good faith judgment, to be material, and if Lender is not otherwise fully compensated for such increase in respect cost or reduction in amount received or receivable by virtue of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes inclusion of the basis of taxation of any amounts payable reference to such Bank under this Agreement or its Note in respect of any of such Loans (other than taxes imposed on the overall net income of such Bank or of its Lending Office for any of such Loans by the jurisdiction where the Principal Office or such Lending Office is located); or (2) imposes or modifies any reserve, special deposit, compulsory loan, or similar requirements relating to any extensions of credit or other assets of, or any deposits with or other liabilities of, such Bank (including any of such Loans or any deposits referred to "LIBOR Reserve Percentage" in the definition calculation of the interest rate applicable to LIBOR Rate); or Loans, then, within fifteen (315) imposes any other condition affecting this Agreement or its Note (or any of such extensions of credit or liabilities). Such Bank will notify the days after notice by Lender to Borrower (together with a copy to of the Administrative Agentofficial notice of the applicable change in law (if applicable) and a work sheet showing how the increase in cost or reduction in amount received or receivable was calculated, Borrower shall pay Lender, as additional interest, such additional amount or amounts as will compensate Lender for such increased cost or reduction. Lender will promptly notify Borrower of any event of which it has knowledge, occurring after the Effective Date date hereof, which will entitle such Bank Lender to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines to request such compensationSection. Determinations The determination by any Bank for purposes of Lender under this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of Loans, and of the additional amount or amounts required to compensate any such Bank in respect of any Additional Costs, be paid to it hereunder shall be conclusiveconclusive in the absence of manifest error. In determining such amount or amounts, provided that Lender may use any reasonable averaging and attribution methods. (b) If Lender demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to Lender, repay in full its then outstanding LIBOR Loans from Lender, together with all accrued and unpaid interest thereon to the date of prepayment and any funding losses and other amounts due under Section 2.12. Concurrently with repaying such determinations are made on LIBOR Loans, Borrower may borrow from Lender a reasonable basis. The provisions Prime Loan in an amount equal to the aggregate principal amount of this Section 2.17 such LIBOR Loans, and, if Borrower so elects, Lender shall survive termination of this Agreementmake such a Prime Loan to Borrower.

Increased Cost. From time to time upon 30 days’ prior notice to the Borrower from a If any Regulatory Change: (a) shall subject any Bank (or its Applicable Lending Office) to any tax, duty or other charge with a copy to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of the applicable Bank such amounts as any Bank may determine to be necessary to compensate such Bank for any costs incurred by such Bank which such Bank determines are attributable respect to its making or maintaining any LIBOR Loans hereunder Rate Advances, its Notes or its obligation to make any such Loans hereunder, LIBOR Rate Advances or any reduction in any amount receivable by such Bank under this Agreement or its Note in respect of any such Loans or such obligation (such increases in costs and reductions in amounts receivable being herein called “Additional Costs”), resulting from any Change in Law after the Effective Date which: (1) changes shall change the basis of taxation of payment to any Bank (or its Applicable Lending Office) of the principal of or interest on its LIBOR Rate Advances or any other amounts payable to such Bank due under this Agreement or its Note in respect of any its LIBOR Rate Advances or its obligation to make LIBOR Rate Advances (except for changes in the rate of such Loans (other than taxes imposed tax on the overall net income of such Bank or of its Applicable Lending Office for any of such Loans imposed by the jurisdiction where the Principal Office in which such Bank's principal office or such Applicable Lending Office is located); or (b) shall impose, modify or (2) imposes or modifies deem applicable any reserve, special deposit, compulsory loan, deposit or similar requirements relating requirement (including, without limitation, any such requirement imposed by the Board, but excluding with respect to any extensions of credit or other LIBOR Rate Advance any such requirement to the extent included in calculating the applicable Adjusted LIBOR Rate) against assets of, or any deposits with or other liabilities for the account of, such or credit extended by, any Bank's Applicable Lending Office or against Letters of Credit issued by the Agent or shall impose on any Bank (including any of such Loans or any deposits referred to in its Applicable Lending Office) or the definition of interbank LIBOR Rate); or (3) imposes market any other condition affecting its LIBOR Rate Advances, its Notes or its obligation to make LIBOR Rate Advances or affecting any Letter of Credit; and the result of any of the foregoing is to increase the cost to such Bank (or its Applicable Lending Office) of making or maintaining any LIBOR Rate Advance or issuing or maintaining any Letter of Credit, or to reduce the amount of any sum received or receivable by such Bank (or its Applicable Lending Office) under this Agreement or under its Note (or any of Notes, then, within 30 days after demand by such extensions of credit or liabilities). Such Bank will notify the Borrower (with a copy to the Administrative Agent) ), the Borrower shall pay to such Bank such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify the Borrower and the Agent of any event of which it has knowledge, occurring after the Effective Date date hereof, which will entitle such Bank to compensation pursuant to this Section 2.17 as promptly as practicable after it obtains knowledge thereof and determines 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 request such compensationBank. Determinations by A certificate of any Bank for purposes of claiming compensation under this Section 2.17 of the effect of any Change in Law on its costs of making or maintaining Loans or on amounts receivable by it in respect of LoansSection, and of setting forth the additional amount or amounts required to compensate any such Bank be paid to it hereunder and stating in respect reasonable detail the basis for the charge and the method of any Additional Costscomputation, shall be conclusiveconclusive in the absence of error. In determining such amount, provided that any Bank may use any reasonable averaging and attribution methods. Failure on the part of any Bank to demand compensation for any increased costs or reduction in amounts received or receivable with respect to any Interest Period shall not constitute a waiver of such determinations are made on a reasonable basis. The provisions of this Section 2.17 shall survive termination of this AgreementBank's rights to demand compensation for any increased costs or reduction in amounts received or receivable in any subsequent Interest Period.