Common use of Increased Cost Clause in Contracts

Increased Cost. (a) If after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Notes or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Notes or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding

Increased Cost. (a) If (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (Ai) shall subject any such Bank to any tax, duty or other charge with respect to its LIBOR Loans, its the Notes or its the obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any such Bank of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any such Bank or shall, with respect to any such Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its such Bank's LIBOR Loans, its the Notes or its such Bank's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its any of the Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy the Borrower, which notice shall set forth such Bank's supporting calculations and the details of the official notice of Regulatory Change, the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank Banks for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, the Borrower may at any time, upon at least two one (21) Domestic Business Days' Day's prior notice to such Bank and the AgentBank, repay in full its convert their then outstanding LIBOR Loans, as the case may be, of Loans to Prime Loans in an equal principal amount. Interest accrued on such Bank, together with all accrued LIBOR Loan prior to such conversion shall be due and unpaid interest thereon to payable on the date of prepayment such conversion together with any funding losses and other amounts due under Section 3.5. (c) The covenants contained in this Section shall survive the termination of this Agreement and payment of the outstanding Notes; provided, that any fundingBank shall only be entitled to claim such additional amounts hereunder as are specified in a request submitted to the Borrower not later than 90 days after the termination of this Agreement and the payment of the outstanding Notes.

Increased Cost. (a) If If, after the date hereofhereof (or with respect to any Lender, if later, the adoption date on which such Lender becomes a Lender), the introduction of, any change in or the implementation of any applicable law, rule or regulation, treaty, official directive or any change therein, regulatory requirement now or hereafter in effect (whether or not having the force of law) or any change in the interpretation or administration application thereof by any governmental court or regulatory authority, central bank by any judicial or comparable agency Governmental Authority charged with the interpretation or administration thereof, or if compliance by any Bank Lender with any request from any central bank or directiveother fiscal, monetary or other authority (whether or not having the force of law) (individually, a “Circumstance”): (Aa) shall subject any Bank subjects a Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Notes or its obligation to make LIBOR Loans hereunderTax, or shall change changes the basis of taxation of payments due to a Lender or increases any Bank existing Tax, on payments of the principal of principal, interest or interest on its LIBOR Loans or any other amounts due payable by any Loan Party to a Lender under this Agreement in respect (excluding for purposes of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bankthis Section 10.2 any Taxes which are covered by Section 6.3); or; (Bb) shall imposeimposes, modify modifies or deem deems applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System)reserve, special deposit, capital adequacy, liquidity, regulatory or similar requirement against assets ofor liabilities held by a Lender, or deposits with of or for the account ofof a Lender, or credit extended loans by a Lender, or committed any other acquisition of funds for loans by a Lender or commitments by a Lender to be extended by, fund loans; or (c) imposes on a Lender any Bank or shall, other condition with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Notes or its obligation to make LIBOR Loansthis Agreement; and the result thereof in the sole determination of any of the foregoing such Lender acting reasonably and in good faith, is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, Lender or to reduce the amount of any sum received income or return receivable by such Bank under this Agreement Lender in respect of any Borrowing or under its Notes with Commitment Fees payable pursuant to Section 5.5 or in respect theretoof such Lender’s commitment to lend hereunder, by an such Lender shall promptly notify the Agent. The Agent shall promptly notify the Borrower and the Borrower shall pay to the Agent for the benefit of such Lender that amount deemed by which compensates such Bank, in its good faith judgment, to be material, and if such Bank is not otherwise fully compensated Lender for such increase in additional cost or reduction in amount received income (except to the extent such increase in costs or receivable reduction in income is reflected in or recovered by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" an increase in the calculation Base Rate) (“Additional Compensation”) on the next Interest Date or other date for the payment of interest falling no earlier than ten (10) Business Days after such notice shall have been given by the interest rate Agent to the Borrower (and each successive applicable to LIBOR LoansInterest Date or other date, then, within fifteen (15) days after notice by such Bank to Borrower together with a copy of the official notice of the applicable change in law (if applicable) unless such Lender knew, on the date of execution of this Agreement, of such Circumstance and the likely result thereof; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a work sheet showing how different Branch of Account if the change making of such designation would avoid the need for, or reduce the amount of, such increased cost and would not, in cost or reduction or increase the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. The Borrower shall not be obligated to pay any portion of such Additional Compensation accruing under this Section 10.2 for any period prior to the date that is three months prior to the date on which the Agent, on behalf of such Lender, gives notice to the Borrower that such Additional Compensation is so accruing. A certificate by a duly authorized officer of such Lender (prepared in good faith) setting forth the amount received or receivable was calculated (with a copy of the Additional Compensation and the basis for it must be submitted by the Agent to the Borrower and is prima facie evidence of the amount of the Additional Compensation. If the Agent notifies the Borrower that Additional Compensation is owed, the Borrower shall have the right to make payment in full to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, Lender in respect of the applicable Borrowing together with accrued but unpaid interest and fees in respect of such additional amount or Borrowing and such other amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to may be paid to it required hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any fundingpayment or to convert such Borrowing into another basis of Borrowing available under this Agreement upon written notice given no later than the third Business Day preceding such payment date or conversion date to the

Increased Cost. (a) If after the date hereof, the adoption of any applicable law, rule (i) Regulation D or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directive(ii) a Regulatory -------------- Change: (A) shall subject any Bank Lender to any tax, duty or other charge with respect to its the LIBOR Loans, its Notes the Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankLender); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender or shall, with respect to any Bank or the Interbank Eurodollar market, Lender impose, modify or deem applicable any other condition affecting its Lender's LIBOR Loans, its Notes the Note or its Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Lender to be material, and if such Bank Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Lender to Borrower together with a copy Borrower, which notice shall set forth Lender's supporting calculations and the details of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank Lender under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank Lender may use any reasonable averaging and attribution methods. (b) If any Bank Lender demands compensation under this SectionSection 2.11(a) above, Borrower may at any time, upon at least two three (23) Domestic Eurodollar Business Days' Day's prior notice to such Bank and the AgentLender, repay in full convert its then outstanding LIBOR Loans, as the case may be, of Loans to Prime Loans in an equal principal amount. Interest accrued on each such Bank, together with all accrued LIBOR Loan prior to any such conversion shall be due and unpaid interest thereon to payable on the date of prepayment such conversion together with any funding losses and any fundingother amounts due under Section 2.08 and this Section 2.11.

Increased Cost. (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Notes the Note or its obligation to make LIBOR Loans hereunder, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such Bank); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its LIBOR Loans, its Notes the Note or its obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR Loans, then, within fifteen (15) days after upon notice by such Bank to Borrower Borrowers together with a copy Bank's calculation of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in increased cost or reduction or increase in of any amount to be received or receivable was calculated (with a copy by Bank, Borrowers shall promptly pay to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower Borrowers may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the AgentBank, repay in full its their then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any fundingfunding losses and other amounts due under Section 3.8. Concurrently with repaying such LIBOR Loans, Borrowers may borrow from Bank a Prime Loan in an amount equal to the aggregate principal amount of such LIBOR Loans, and, if Borrowers so elect, Bank shall make such a Prime Loan to Borrowers.

Increased Cost. (a) If (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (Ai) shall subject any Bank such Lender to any tax, duty or other charge with respect to its LIBOR Loans, its the Notes or its the obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank such Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankLender); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank such Lender or shall, with respect to any Bank or the Interbank Eurodollar market, such Lender impose, modify or deem applicable any other condition affecting its such Lender's LIBOR Loans, its the Notes or its such Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under its any of the Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Lender to be material, and if such Bank Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Lender to Borrower together with a copy the Borrower, which notice shall set forth such Lender's supporting calculations and the details of the official notice of Regulatory Change, the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lenders for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank Lender under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank the Lenders may use any reasonable averaging and attribution methods. (b) If any Bank Lender demands compensation under this Section, the Borrower may at any time, upon at least two one (21) Domestic Business Days' Day's prior notice to such Bank and the AgentLender, repay in full its convert their then outstanding LIBOR Loans, as the case may be, of Loans to Base Rate Loans in an equal principal amount. Interest accrued on such Bank, together with all accrued LIBOR Loan prior to such conversion shall be due and unpaid interest thereon to payable on the date of prepayment such conversion together with any funding losses and any fundingother amounts due under Section 3.6.

Increased Cost. (a) If (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (Ai) shall subject any Bank such Lender to any tax, duty or other charge with respect to its LIBOR Loans, its the Notes or its the obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank such Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankLender); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank such Lender or shall, with respect to any Bank or the Interbank Eurodollar market, such Lender impose, modify or deem applicable any other condition affecting its such Lender's LIBOR Loans, its the Notes or its such Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under its any of the Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Lender to be material, and if such Bank Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Lender to Borrower together with a copy the Borrower, which notice shall set forth such Lender's supporting calculations and the details of the official notice of Regulatory Change, the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lenders for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank Lender under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank the Lenders may use any reasonable averaging and attribution methods. (b) If any Bank Lender demands compensation under this Section, the Borrower may at any time, upon at least two one (21) Domestic Business Days' Day's prior notice to such Bank and the AgentLender, repay in full its convert their then outstanding LIBOR Loans, as the case may be, of Loans to Prime Loans in an equal principal amount. Interest accrued on such Bank, together with all accrued LIBOR Loan prior to such conversion shall be due and unpaid interest thereon to payable on the date of prepayment such conversion together with any funding losses and any fundingother amounts due under Section 3.5.

Increased Cost. (a) If (i) Regulation D of the Board of Governors of the Federal Reserve System, as amended, or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (Ai) shall subject any Bank such Lender to any tax, duty or other charge with respect to its LIBOR Loans, its the Notes or its the obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank such Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankLender); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank such Lender or shall, with respect to any Bank or the Interbank Eurodollar market, such Lender impose, modify or deem applicable any other condition affecting its such Lender's LIBOR Loans, its the Notes or its such Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under its any of the Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Lender to be material, and if such Bank Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Lender to Borrower together with a copy the Borrower, which notice shall set forth such Lender's supporting calculations and the details of the official notice of Regulatory Change, the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower shall pay for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lenders for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank Lender under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank the Lenders may use any reasonable averaging and attribution methods. (b) If any Bank Lender demands compensation under this Section, the Borrower may at any time, upon at least two one (21) Domestic Business Days' Day's prior notice to such Bank and the AgentLender, repay in full its convert their then outstanding LIBOR LoansLoans to Prime Loans of the same type (i.e., as the case may be, of a Reducing Revolver Loan or a Revolving Credit Loan) in an equal principal amount. Interest accrued on such Bank, together with all accrued LIBOR Loan prior to such conversion shall be due and unpaid interest thereon to payable on the date of prepayment such conversion together with any funding losses and any fundingother amounts due under Section 3.6.

Increased Cost. (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank Lender to any tax, duty or other charge with respect to its LIBOR Loans, its Notes or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank Lender of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankLender); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender or shall, with respect to any Bank or the Interbank Eurodollar market, Lender impose, modify or deem applicable any other condition affecting its such Lender's LIBOR Loans, its such Lender's Notes or its such Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under any of its Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Lender to be material, and if such Bank Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Lender to Borrower together with a copy the Company and ▇▇▇▇▇▇▇ Electronics, which notice shall be sent by such Lender promptly after such Lender becomes aware of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in such increased cost or reduction or increase and which notice shall set forth such Lender's supporting calculations in amount received or receivable was calculated (with a copy to reasonable detail and the Agent and all details of the other Banks)Regulatory Change, Borrower the Company and ▇▇▇▇▇▇▇ Electronics shall pay for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank Lender under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest demonstrable error. In determining such amount or amounts, such Bank the Lenders may use any reasonable averaging and attribution methods. (b) If any Bank Lender demands compensation under this SectionSection 2.17(a) above, Borrower the Company and/or ▇▇▇▇▇▇▇ Electronics may at any time, upon at least two three (23) Domestic Eurodollar Business Days' Day's prior notice to such Bank and the AgentLender, repay in full convert its then outstanding LIBOR LoansLoans to Base Rate Loans of the same type (i.e., as the case may be, of a Revolving Credit Base Rate Loan or a Term Base Rate Loan) in an equal principal amount. Interest accrued on each such Bank, together with all accrued LIBOR Loan prior to any such conversion shall be due and unpaid interest thereon to payable on the date of prepayment such conversion together with any funding losses and any fundingother amounts due under Section 2.14 and this Section 2.17.

Increased Cost. If (a) If Regulation D or (b) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a “Regulatory Change”): (Ai) shall subject any Bank to any tax, duty or other charge with respect to its the LIBOR Loans, its Notes the Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its the LIBOR Loans or any other amounts due under this Agreement in respect of its the LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankBank imposed by the jurisdiction under the laws of which Bank is organized or any political subdivision thereof); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the The Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, shall impose, modify or deem applicable any other condition affecting its the LIBOR Loans, its Notes the Note or its Bank’s obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes the Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "“LIBOR Reserve Percentage" ” in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy Borrower, which notice shall set forth Bank’s supporting calculations in reasonable detail and the details of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding

Increased Cost. (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank Lender to any tax, duty or other charge with respect to its the LIBOR Loans, its Notes the Revolving Credit Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank Lender of the principal of or interest on its the LIBOR Loans or any other amounts due under this Agreement in respect of its the LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankLender); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender or shall, with respect to any Bank or the Interbank Eurodollar market, Lender impose, modify or deem applicable any other condition affecting its the LIBOR Loans, its Notes the Revolving Credit Note or its Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under its Notes the Revolving Credit Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Lender to be material, and if such Bank Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Lender to Borrower together with a copy Borrowers, which notice shall set forth Lender's supporting calculations and the details of the official notice of the applicable change in law (if applicable) Regulatory Change, Borrowers shall jointly and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)severally pay Lender, Borrower shall pay for the account of such Bank as additional interest, such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank Lender under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank Lender may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding

Increased Cost. (a) If (i) Federal Reserve Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Agent or Lenders with any request or directive directive (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank Agent or Lenders to any tax, duty or other charge with respect to its the LIBOR LoansRate, its the Notes or its obligation to make fund any portion of the Loan subject to the LIBOR Loans hereunderRate, or shall change the basis of taxation of payments to any Bank Agent or Lenders of the principal of or interest on its any portion of the Loan subject to the LIBOR Loans Rate or any other amounts due under this Agreement in respect of its any portion of the Loan subject to the LIBOR Loans or its obligation to make LIBOR Loans Rate (except for taxes on or changes in the rate of tax on the overall net income of such BankAgent or Lender); or or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Agent or Lenders or shall, with respect to any Bank Agent or the Interbank Eurodollar market, Lenders impose, modify or deem applicable any other condition affecting its the any portion of the Loan subject to the LIBOR LoansRate, its the Notes or its obligation Lenders' obligations to make fund any portion of the Loan subject to the LIBOR LoansRate; and the result of any of the foregoing is to increase the cost to (or in the case of Federal Reserve Regulation D, to impose a cost on or increase the cost to) such Bank Agent or Lenders of making or maintaining the LIBOR Rate for any LIBOR portion of the Loan, or to reduce the amount of any sum received or receivable by such Bank Agent or Lenders under this Agreement or under its any of the Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Required Lenders to be material, and if such Bank is Lenders are not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Agent to Borrower together with a copy Borrower, which notice shall set forth Agent's supporting calculations and the details of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Lenders, as additional interest, such additional amount or amounts as will compensate such Bank Lenders for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank Agent or Required Lenders under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank Agent and Lenders may use any reasonable averaging and attribution methods. (b) If Agent or any Bank Lender demands compensation under this SectionSection 3.11(a) above, Borrower may at any time, upon at least two three (23) Domestic Eurodollar Business Days' Day's prior notice to such Bank and the Agent, repay in full convert its then outstanding portion of the Loan subject to the LIBOR Loans, as Rate to the case may be, Prime Rate in an equal principal amount. Interest accrued on each such outstanding portion(s) of the Loan subject to the LIBOR Rate prior to any such Bank, together with all accrued conversion shall be due and unpaid interest thereon to payable on the date of prepayment such conversion together with any funding losses and any fundingother amounts due under Section 3.08 and this Section 3.11.

Increased Cost. (a) If (i) Regulation D or (ii) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank Lender with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (A) shall subject any Bank Lender to any tax, duty or other charge with respect to its the LIBOR Loans, its the Notes or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank Lender of the principal of or interest on its the LIBOR Loans or any other amounts due under this Agreement in respect of its the LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankLender); or (B) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank Lender or shall, with respect to any Bank or the Interbank Eurodollar market, Lender impose, modify or deem applicable any other condition affecting its the LIBOR Loans, its the Notes or its Lender's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank Lender of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank Lender under this Agreement or under its any of the Notes with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Lender to be material, and if such Bank Lender is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank Lender to Borrower together with a copy the Company and ▇▇▇▇▇▇▇ Properties, which notice shall set forth Lender's supporting calculations and the details of the official notice Regulatory Change, each of the applicable change in law (if applicable) Company and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks), Borrower ▇▇▇▇▇▇▇ Properties shall pay for the account of such Bank Lender, as additional interest, such additional amount or amounts as will compensate such Bank Lender for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank Lender under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest demonstrable error. In determining such amount or amounts, such Bank Lender may use any reasonable averaging and attribution methods. (b) If any Bank Lender demands compensation under this SectionSection 2.16(a) above, Borrower the Company and/or ▇▇▇▇▇▇▇ Properties may at any time, upon at least two three (23) Domestic Eurodollar Business Days' Day's prior notice to such Bank and the AgentLender, repay in full convert its then outstanding LIBOR LoansLoans to Prime Loans of the same type (i.e., as the case may be, of a Revolving Credit Prime Loan or a Term Prime Loan) in an equal principal amount. Interest accrued on each such Bank, together with all accrued LIBOR Loan prior to any such conversion shall be due and unpaid interest thereon to payable on the date of prepayment such conversion together with any funding losses and any fundingother amounts due under Section 2.13 and this Section 2.16.

Increased Cost. If (a) If Regulation D or (b) after the date hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any governmental or regulatory authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Bank with any request or directivedirective (whether or not having the force of law) of any such governmental or regulatory authority, central bank or comparable agency (a "Regulatory Change"): (Ai) shall subject any Bank to any tax, duty or other charge with respect to its LIBOR Loans, its Notes Note or its obligation to make LIBOR Loans hereunderLoans, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR Loans or any other amounts due under this Agreement in respect of its LIBOR Loans or its obligation to make LIBOR Loans (except for taxes on or changes in the rate of tax on the overall net income of such BankBank imposed by the jurisdiction under the laws of which such Bank is organized or any political subdivision thereof); or (Bii) shall impose, modify or deem applicable any reserve (including, without limitation, any reserve imposed by the The Board of Governors of the Federal Reserve System), special deposit, capital or similar requirement against assets of, deposits with or for the account of, or credit extended or committed to be extended by, any Bank or shall, with respect to any Bank or the Interbank Eurodollar market, impose, modify or deem applicable any other condition affecting its such Bank's LIBOR Loans, its Notes such Bank's Note or its such Bank's obligation to make LIBOR Loans; and the result of any of the foregoing is to increase the cost to (or in the case of Regulation D, to impose a cost on or increase the cost to) such Bank of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Bank under this Agreement or under its Notes Note with respect thereto, by an amount deemed by such Bank, in its good faith judgment, Bank to be material, and if such Bank is not otherwise fully compensated for such increase in cost or reduction in amount received or receivable by virtue of the inclusion of the reference to "LIBOR Reserve Percentage" in the calculation of the interest rate applicable to LIBOR LoansRate, then, within fifteen (15) days after then upon notice by such Bank to Borrower together with a copy Borrower, which notice shall set forth such Bank's supporting calculations in reasonable detail and the details of the official notice of the applicable change in law (if applicable) and a work sheet showing how the change in cost or reduction or increase in amount received or receivable was calculated (with a copy to the Agent and all of the other Banks)Regulatory Change, Borrower shall pay for the account of such Bank Bank, as additional interest, such additional amount or amounts as will compensate such Bank for such increased cost or reduction. Each Bank will promptly notify Borrower, the Agent and all of the other Banks of any event of which it has knowledge, occurring after the date hereof, which will entitle such Bank to compensation pursuant to this Section. The determination by any Bank under this Section of the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount or amounts, such Bank the Banks may use any reasonable averaging and attribution methods. (b) If any Bank demands compensation under this Section, Borrower may at any time, upon at least two (2) Domestic Business Days' prior notice to such Bank and the Agent, repay in full its then outstanding LIBOR Loans, as the case may be, of such Bank, together with all accrued and unpaid interest thereon to the date of prepayment and any funding