Common use of Increased Costs, Etc Clause in Contracts

Increased Costs, Etc. (a) Subject to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Revolving Credit Advances or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Revolving Credit Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Revolving Credit Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrower hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Loans or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement, the Term Loans, any Revolving Credit Advance or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Swing Line Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrowers hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall Borrowers, jointly and severally, will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; PROVIDED that the foregoing provisions of this sentence shall not apply in the case of any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Loans or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender with respect to the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; the Term Loans, and the result of any of the foregoing is (a) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (b) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (c) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from Borrower hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; PROVIDED that the foregoing provisions of this sentence shall not apply in the case of any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 either (which shall be controlling with respect to the matters covered thereby), if i) any Change in Law: Law or (iii) subjects the compliance with any Lender guideline or request or directive from any central bank or other governmental authority (whether or its applicable lending office) to any additional Tax (other than not having the force of law), (A) any Tax on the Overall Net Income reserve, deposit, or similar requirement is or shall be imposed, modified or deemed applicable in respect of such Lender any Letter of Credit issued or caused to be issued hereunder or hereby, or any of its Tax Related PersonsAdvances or obligations to make Advances hereunder or hereby, or (B) any Taxes described in clauses (B) through (E) of there shall be imposed on the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees Issuing Bank or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes Lender Party any other condition (other than with respect regarding any Letter of Credit, Advance, or obligations to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations make Advances hereunder; , and the result of any of the foregoing is to increase the cost to such any Lender Party of agreeing to make Loans hereunder or of making, funding or maintaining SOFR Advances (or Base Rate Advances determined with reference to Term SOFR) or, in the case of any Issuing Bank or Revolving Credit Lender, of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (x) Taxes described in the definitions of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the basis of imposition, or the rate, of any taxes, levies, imposts, deductions, charges, withholdings or liabilities that are excluded from the definition of Taxes), or to reduce any the amount received or receivable in respect thereof, then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost or its applicable lending office) with respect thereto; thenreduced receipt. A certificate as to the amount of such increased cost or reduced receipt, in any submitted to the Borrower by such caseLender Party, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained herein to the contrary, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may not be necessary required to compensate such a Lender or the Issuing Bank pursuant to this Section 2.10(a) for any such increased cost or reduction in amounts received or receivable hereunder, provided reduced receipt incurred more than one-hundred-eighty (180) days prior to the date that such amounts are reasonably determined. Such Lender shall deliver to or Issuing Bank demands compensation therefor; provided that, if the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed circumstance giving rise to such Lender under this Section 2.14increased cost or reduced receipt is retroactive, which statement then such 180 day period shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) Subject If, due to either (i) the provisions introduction of Section 2.15 or any change in, or in the interpretation of, any law or regulation or (which shall be controlling ii) the need to comply with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the date of this Agreement (except, with respect to the matters covered thereby), if any Change in Law: both subclauses (i) subjects and (ii), any Lender (law, regulation, guideline or its applicable lending office) request addressed in Section 2.09), there shall be any increase in the cost to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to Person controlling such Lender of agreeing to make Loans hereunder or making, funding or maintaining Advances, then the Borrower shall from time to reduce any amount received or receivable time, upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate such Lender for such increased cost; 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 different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduction reduced amount; provided, however, that notice in respect of any additional amounts received payable hereunder in respect of any Interest Period shall not be effective, and no such additional amounts shall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. No such additional amounts shall be payable hereunder for increased costs incurred in respect of any period from 90 days after the date on which such Lender becomes actually aware of such increased cost to the date on which such Lender delivers notice of such increased cost, except for additional amounts for increased costs incurred as a result of the retroactive application of any law, rule or receivable hereunderregulation. A certificate as to the amount of such increased cost, provided that such amounts are reasonably determined. Such Lender shall deliver submitted to the Borrower (with a copy to Administrative Agent) a written statementby such Lender, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Revolving Credit Advances or the Term Loans or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (Revolving Credit Advance or its applicable lending office’s) obligations hereunder; any Term Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Revolving Credit Advances or the Term Loans or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrowers, jointly and severally, hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall Borrowers, jointly and severally, will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; PROVIDED that the foregoing provisions of this sentence shall not apply in the case of any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Revolving Credit Advances or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement, any Revolving Credit Advance or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest error.any

Increased Costs, Etc. (a) Subject If, due to either (i) the provisions introduction of Section 2.15 or any change in, or in the interpretation of, any law or regulation or (which shall be controlling ii) the need to comply with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the date of this Agreement (except, with respect to the matters covered thereby), if any Change in Law: both subclauses (i) subjects and (ii), any Lender (law, regulation, guideline or its applicable lending office) request addressed in Section 2.10), there shall be any increase in the cost to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to Person controlling such Lender of agreeing to make Loans hereunder or making, funding or maintaining Advances, then the Borrower shall from time to reduce any amount received or receivable time, upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate such Lender for such increased cost; 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 different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduction reduced amount; provided, however, that notice in respect of any additional amounts received or receivable hereunderpayable hereunder in respect of any Interest Period shall not be effective, provided that and no such additional amounts are reasonably determinedshall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. Such No such additional amounts shall be payable hereunder for increased costs incurred in respect of any period from 90 days after the date on which such Lender shall deliver becomes actually aware of such increased cost to the date on which such Lender delivers notice of such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower (with a copy to Administrative Agent) a written statementby such Lender, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects the introduction or adoption of or any Lender change in or in the interpretation or application of any law or regulation by a central bank or governmental authority (it being agreed and understood that (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (y) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or its applicable lending officeany successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related PersonsBasel III, (B) any Taxes described shall in clauses (B) through (E) each case be deemed to be a “change in law” regardless of the definition of Excluded Taxes and (Cdate enacted, adopted, issued or implemented) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies the compliance with any guideline or holds applicable request or directive from any reserve (including any marginal, emergency, supplemental, special central bank or other reserve)governmental authority (whether or not having the force of law) , special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities there shall be any increase in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such any Lender Party of agreeing to make Loans hereunder or of making, funding or maintaining Eurodollar Rate Advances or, in the case of any Revolving Credit Lender, of agreeing to reduce issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any amount received such increased costs resulting from (x) Taxes described in the definitions of Excluded Taxes, Indemnified Taxes or receivable Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the basis of imposition, or the rate, of any taxes, levies, imposts, deductions, charges, withholdings or liabilities that are excluded from the definition of Taxes), then the Borrower shall from time to time, upon demand by such Lender Party (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any pay to the Administrative Agent for the account of such caseLender Party additional amounts sufficient to compensate such Lender Party for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained herein to the contrary, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may not be necessary required to compensate such a Lender pursuant to this Section 2.10(a) for any such increased cost or reduction in amounts received or receivable hereunder, provided incurred more than one-hundred-eighty (180) days prior to the date that such amounts are reasonably determined. Such Lender shall deliver to demands compensation therefor; provided that, if the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed circumstance giving rise to such Lender under this Section 2.14increased cost is retroactive, which statement then such 180 day period shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Revolving Credit Advances or the Term Loans or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (Revolving Credit Advance or its applicable lending office’s) obligations hereunder; any Term Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Revolving Credit Advances or the Term Loans or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrowers hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall Borrowers will upon demand made by such Lender promptly following any Borrower's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income introduction of such Lender or any change in or in the interpretation of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of law or regulation occurring after the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement Closing Date or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies the compliance with any guideline or holds applicable request from any reserve (including any marginal, emergency, supplemental, special central bank or other reservegovernmental authority issued or made after the Closing Date (whether or not having the force of law), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities there shall be any increase in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such any Lender Party of agreeing to make Loans hereunder or of making, funding or maintaining Eurodollar Rate Advances or of agreeing to reduce issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to purchase or purchasing or maintaining L/C Obligations (excluding, for purposes of this Section 2.09, any amount received such increased costs resulting from (x) Taxes or receivable Other Taxes (as to which Section 2.11 shall govern) and (y) changes in the basis or rate of taxation of overall net income or overall gross income by the United States or by any foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any jurisdiction in which such Lender Party is otherwise engaged in a trade or business as a result of transactions unrelated to the Loan Documents (except to the extent such tax is imposed because of a connection between the Borrower, its agent or any affiliate and the jurisdiction imposing such tax) or any political subdivision thereof), then the Borrower shall from time to time, within 10 days of written demand by such Lender Party (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary Party additional amounts sufficient to compensate such Lender Party on an after-tax-basis for any such increased cost. As a condition to receipt of payment, such Lender Party shall provide the Borrower a certificate as to the amount of such increased cost or reduction in amounts received or receivable hereunder, provided that and containing a reasonably detailed calculation of such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14amount, which statement certificate shall be conclusive and binding upon for all parties hereto purposes, absent manifest error. The Borrower shall not be obligated to pay any amounts pursuant to this paragraph for periods occurring prior to the 90th day before the giving of such certificate unless a change in law or regulation has retroactive effect and in such case, the 90-day period shall be extended to include the period of the retroactive effect.

Increased Costs, Etc. (a) Subject The Borrower agrees to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if reimburse each Lender for any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax increase (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described as specifically covered in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunderprovision of Clause 4 (Increased Costs; (iiTaxes; Market Disruptions)) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing making, continuing or maintaining (or of its obligation to make make, continue or maintain) its Loans hereunder to the Borrower, and for any reduction (other than as specifically covered in any other provision of Clause 4 (Increased Costs; Taxes; Market Disruptions)) in the amount of any sum receivable or to reduce any amount received or receivable earned by such Lender hereunder in respect of making, continuing or maintaining any portion of any such Loan (including any reduction in such Lender’s (or its applicable lending officecontrolling Person’s) with respect thereto; thenrate of return on its capital), in either case from time to time by reason of any such caseRegulatory Change which cannot be avoided by the Lender transferring its Loans and obligations in respect thereof to another branch, the Borrower shall promptly pay to such Lender, upon receipt Affiliate or international banking facility of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in which it has a presence (provided that the Lender shall not be obligated to take such steps if, in its sole discretion opinion, such steps would require it (taking into account the expected return of the relevant branch, Affiliate or international banking facility) to achieve less than its expected return under this Agreement or would have an adverse effect upon its assets or financial condition (taking into account the expected return of the relevant branch, Affiliate or international banking facility)). In the event of the incurrence of any such increased cost or reduced amount, such Lender shall determine) as may be necessary promptly notify the Facility Agent and the Borrower thereof stating in reasonable detail the reasons therefor, the additional amount required fully to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that reduced amount and the calculation of such amounts are reasonably determinedadditional amount. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement notice shall be conclusive and binding upon all parties hereto absent manifest errorprima facie evidence thereof.

Increased Costs, Etc. (a) Subject Anything here in to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Banks by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects subject any Lender (or its applicable lending office) Bank to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Banks of the other Loan Documents principal of or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees the interest on the Loans or any other amount amounts payable to the Banks hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans by, or other credit extended by, or any other acquisition of funds by, any by an office of any Lender; Bank in respect of the transactions contemplated herein, or (iiiiv) imposes impose on any Bank any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender any Bank of agreeing making, funding or maintaining all or any part of the Loans, or (B) to reduce the amount of principal, interest or other amount payable to any Bank hereunder, or (C) to require any Bank to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; Bank from the Borrower hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by such Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Bank such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender Bank for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail profits or gains of the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest errorBank.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects the -------------------- introduction of or any Lender (or its applicable lending office) to any additional Tax change (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any Requirement of Law after the date of this Agreement or (ii) the compliance with (A) any Tax on the Overall Net Income of such Lender official directive, guideline or request from any of its Tax Related Persons, central bank or other Governmental Authority or (B) any Taxes described change therein or in clauses the interpretation, application, implementation, administration or enforcement thereof, that, in the case of subclause (Bii)(A) through or (Eii)(B) of this Section 2.09(a), becomes effective or is issued or made after the definition date of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement (whether or not having the force of law), there shall be any increase in the cost to any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender Lenders of agreeing to make Loans hereunder or making, agreeing to reduce participate in or participating in, agreeing to renew or renewing or funding or maintaining any Advances of either Type, or any reduction in the amount received owing to any of the Lenders or receivable their respective Applicable Lending Offices under this Agreement in respect of any Advances of either Type (excluding, for purposes of this Section 2.09, any such increased costs resulting from (1) Taxes or Other Taxes (as to which Section 2.11 shall govern) and (2) changes in the basis of taxation of overall net income or overall gross income by the United States of America or the jurisdiction under the laws of which such Lender is organized or has either of its Applicable Lending Offices or any political subdivision thereof), then the Borrowers hereby jointly and severally agree to pay, from time to time upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, to the Borrower shall promptly pay to such Lender, upon receipt Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate or to reimburse such Lender for any all such increased cost costs or reduction in amounts received or receivable hereunderreduced amounts. A certificate of the Lender requesting such additional compensation pursuant to this Section 2.09(a), provided that such amounts are reasonably determined. Such Lender shall deliver submitted to the Borrower Borrowers by such Lender and specifying therein the amount of such additional compensation (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail including the basis for calculating the additional amounts owed to such Lender under this Section 2.14of calculation thereof), which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject If the introduction of or any change in any law, guideline or regulation or in the interpretation or administration of any law, guideline or regulation by any court or administrative or governmental authority (including any central bank) charged with the interpretation or administration thereof from and after the date hereof, (x) subjects the Lender or corporation controlling the Lender to the provisions any tax of Section 2.15 (which shall be controlling any kind whatsoever with respect to any LIBOR Rate Advance, or changes the matters covered thereby), if any Change in Law: (i) subjects any Lender (or its applicable lending office) basis of taxation of payments to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) corporation of principal, interestcommissions, fees fees, interest or any other amount payable hereunderhereunder relating to LIBOR Rate Advances (except for (A) taxes on or measured by the overall net income of the Lender or branch, office or agency through which the Lender is acting for purposes of this Agreement or (B) changes in the rate of such taxes); (iiy) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance loan or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit or commitment therefor extended by, or any other acquisition of funds by, by the Lender which are not otherwise included in any office determination of any Lenderthe LIBOR Rate payable hereunder; or (iiiz) imposes on the Lender or corporation controlling the Lender any other condition (other than with respect to condition, and as a Tax matter) on or affecting result there shall be any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase in the cost to such any Lender or corporation controlling the Lender of agreeing to make Loans hereunder or making, funding or maintaining LIBOR Rate Advances by an amount deemed by the Lender to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; thenbe material, in any such case, then the Borrower shall promptly from time to time, upon demand by the Lender, pay to such Lender, upon receipt of the statement referred to in the next sentence, such Lender additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary sufficient to compensate such the Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determinedcost. Such The Lender shall deliver submit to the Borrower (with a copy certificate as to Administrative Agent) a written statement, setting forth in reasonable detail the basis rationale for and the amount of and method of calculating the additional amounts owed to such Lender under this Section 2.14increased cost, which statement certificate shall be conclusive and binding upon for all parties hereto purposes, absent manifest errorerror or a mistake in interpreting the law, guideline or regulation.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Advances or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrower hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: (i) subjects If any Lender (shall have determined that after the date hereof, the adoption or its effectiveness of any applicable lending office) to law, rule or regulation regarding capital adequacy, or any additional Tax (other than (A) change therein, or any Tax on change in the Overall Net Income of interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Lender or any corporation controlling such Lender with any request or directive regarding capital adequacy (whether or not having the force of its Tax Related Persons, (B) any Taxes described in clauses (B) through (Elaw) of any such authority, central bank or comparable agency, has or would have the definition effect of Excluded Taxes and (C) Connection Income Taxes, and without duplication reducing the rate of return on such Lender's or such other corporation's capital or assets as a consequence of such Lender's Commitment or Commitments hereunder or its obligations hereunder to amounts payable to a level below that which such Lender pursuant to Section 2.15) or such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender's or such other corporation's policies with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reservecapital adequacy), special depositthen from time to time, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable upon written demand by such Lender (or its applicable lending office) with respect thereto; thenLender, accompanied by the notice referred to in any such casethe second to last sentence of this Section 1.06, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to will compensate such Lender or such other corporation for such reduction. In determining such additional amounts, each Lender will act reasonably and in good faith and will use reasonable averaging and attribution methods. Each Lender, upon determining that any such increased cost or reduction in additional amounts received or receivable hereunderwill be payable pursuant to this Section 1.06, provided that such amounts are reasonably determined. Such Lender shall deliver will give prompt written notice thereof to the Borrower (with a copy to Administrative Agent) a written statementBorrower, setting which notice shall set forth in reasonable detail the basis for calculating of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrower's obligations to pay additional amounts owed pursuant to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest error.this

Increased Costs, Etc. (a) Subject If the introduction of or any change in or in the interpretation of, or any change in its application to a Lender of any law or any regulation or guideline from any central bank or other Governmental Authority (whether or not having the provisions force of Section 2.15 (which shall be controlling with respect to the matters covered therebylaw), if any Change in Law: (i) subjects any Lender (or its applicable lending office) including but not limited to any additional reserve or special deposit requirement or any Tax (other than tax on a Lender's general income or capital) or any capital requirement arising after the date hereof (Acollectively, "Regulatory Changes"), has the effect, directly or indirectly, of (i) any Tax on increasing the Overall Net Income of such Lender cost to the Lenders or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) them of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its performing their obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce reducing any amount received or receivable by such Lender the Lenders or any of them hereunder or their effective return hereunder or on their capital; or (iii) causing the Lenders, or its applicable lending office) with respect thereto; thenany of them, in to make any such casepayment or to forego any return based on any amount received or receivable by the Lenders, or any of them, hereunder (each, an "affected Lender"), then upon demand from time to time by any affected Lender, the Borrower Borrowers shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate each such Lender for any such increased cost cost, reduction, payment or reduction foregone return (collectively, "Increased Costs"). Following any demand, each of the Borrowers shall compensate the affected Lender for all such Increased Costs, provided however, that the Borrowers shall not be liable for such Increased Costs to the extent arising prior to 60 days preceding such demand unless the cause of such demand became known to the affected Lender within 60 days of such demand and includes retroactive changes or effects beyond the date 60 days prior to such demand. In the event that the Borrowers (or either of them) choose to repay or cause to be repaid all amounts owing hereunder, any prepayment penalty which would otherwise be applicable hereunder shall be paid by the Borrowers together with all other amounts due hereunder. The affected Lender shall provide to the Agent and the Agent shall provide to the applicable Borrower a certificate in amounts received or receivable hereunderrespect of the foregoing which incorporates reasonable supporting evidence and any such certificate will be prima facie evidence except for manifest error, provided that such the Lenders determine the amounts are reasonably determined. Such Lender shall deliver owing to the Borrower (with a copy to Administrative Agent) a written statement, setting forth them in good faith using any reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive averaging and binding upon all parties hereto absent manifest errorattribution methods.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Revolving Credit Advances or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement, any Revolving Credit Advance or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Letter of Credit, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Revolving Credit Advances, the Letters of Credit or its commitments hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrowers hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall Borrowers, jointly and severally, will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Section 2.9, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, regulatory, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any Lender (or its applicable lending office) subject the Bank to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank of the other principal of or the interest on the Revolving Credit Advances or the Term Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount amounts payable to the Bank hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of the Bank in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on the Bank any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (Revolving Credit Advance or its applicable lending office’s) obligations hereunder; the Term Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender the Bank of agreeing to make Loans hereunder making, funding or maintaining all or any part of the Revolving Credit Advances or Term Loan or its commitment hereunder, or (B) to reduce any the amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculatingprincipal, interest or other amount payable to the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers, jointly and severally, will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate the Bank for such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail profits or gains of the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest errorBank.

Increased Costs, Etc. (a) Subject If after the date hereof the introduction of or any change in or in the interpretation of, or any change in its application to the provisions Borrower of, any law or any regulation or guideline from any central bank or other governmental authority (whether or not having the force of Section 2.15 (which shall be controlling with respect to the matters covered therebylaw), if any Change in Law: (i) subjects any Lender (or its applicable lending office) including but not limited to any additional reserve or special deposit requirement or any Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and withholding taxes imposed under the Income Tax Act (CCanada)) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any capital requirement, has due to the Lender's compliance therewith the effect, directly or indirectly, of (i) increasing the other Loan Documents or any of cost to the Lender performing its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce reducing any amount received or receivable by such the Lender (hereunder or its applicable lending officeeffective return hereunder or on its capital; or (iii) with respect thereto; thencausing the Lender to make any payment or to forego any return based on any amount received or receivable by the Lender, in or any such caseof them, hereunder, then upon demand from time to time the Borrower shall promptly pay to such Lender, upon receipt of amount as shall compensate the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost cost, reduction, payment or reduction foregone return that is not fully offset by an increase in amounts received the applicable interest rate or receivable rates or fees hereunder. Any certificate of a Lender in respect of the foregoing will be prima facie evidence of the foregoing, except for manifest error, provided that such the Lender determines the amounts are reasonably determinedowing to it in good faith and provides a detailed description of its calculation of the amounts owing to it. Such If the Lender demands compensation under this Section, the Borrower may at any time, upon at least four Business Days' prior notice to that Lender, which notice shall deliver be irrevocable, prepay in full, without penalty but subject to the Borrower (with a copy limitations on repayments contained herein, the then outstanding Obligations owing to Administrative Agent) a written statementthe Lender, setting forth in reasonable detail including all compensation to the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement date of repayment. The Credits shall thereupon be conclusive and binding upon all parties hereto absent manifest errorcancelled.

Increased Costs, Etc. (a) Subject a Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Advances or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrower hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject Borrower shall reimburse or compensate Lender, upon demand, for all costs incurred, losses suffered or payments made by Lender which are applied or reasonably allocated by Lender to the provisions transactions contemplated herein (all as determined by Lender in its reasonable discretion) by reason of Section 2.15 any and all future reserve, deposit, capital adequacy or similar requirements against (which shall be controlling or against any class of or change in or in the amount of) assets, liabilities or commitments of, or extensions of credit by, Lender or the adoption of or any change in any requirement of law or in the interpretation or application thereof after the date hereof; and compliance by Lender with any directive, or requirements from any regulatory authority, whether or not having the force of law (including any tax or increased tax of any kind whatsoever with respect to any Loan Document or any change in the matters covered therebybasis or rate of taxation of payments to Lender in respect thereof); provided that notwithstanding anything herein to the contrary, if any Change in Law: (i) subjects all requests, rules, guidelines or directives under or issued in connection with the Dodx-Xxaxx Xxxx Xxreet Reform and Consumer Protection Act of 2010, all interpretations and applications thereof and any compliance by Lender (with any request or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes directive relating thereto and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposesall requests, modifies rules, guidelines or holds applicable directives promulgated under or in connection with, all interpretations and applications of, and any reserve compliance by Lender with any request or directive by the Bank for International Settlements, the Basel Committee on Banking Supervision (including or any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance successor or similar authority) or the U.S. or foreign regulatory authorities shall, in each case, be deemed to be a change in a requirement against assets held byof law, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any regardless of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder date enacted, adopted or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest errorissued.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Agent or any Bank by any central bank or other fiscal, monetary or other authority, whether or not having the force of law) shall (i) subjects subject the Agent or any Lender (or its applicable lending office) Bank to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement Agreement, the amount of the Commitments or the payment to the Agent or any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Agent or any Bank of the other Loan Documents principal of or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees the interest on the Advances or any other amount amounts payable to the Agent or any Bank hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of the Agent or any Bank in respect of the transactions contemplated herein, or other credit extended by, (iv) impose on the Agent or any other acquisition of funds by, any office of any Lender; or (iii) imposes Bank any other condition (other than or requirement with respect to a Tax matter) on this Agreement, the Commitments or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender any Bank of agreeing making, funding or maintaining all or any part of the Advances, or (B) to reduce the amount of principal, interest or other amount payable to any Bank hereunder, or (C) to require the Agent or any Bank to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Agent or receivable any Bank from the Company hereunder, then, and in each such case not otherwise provided for hereunder, the Company will, upon demand made by the Agent promptly following the Agent's receipt of notification of such Lender event (or its applicable lending office) made by any Bank with respect thereto; thento any of the matters described in clause (iii) above promptly following the Bank's receipt of notice pertaining to such matters) accompanied by calculations thereof in reasonable detail, in any such case, the Borrower shall promptly pay to the Agent for its account or for the account of such LenderBank, upon receipt of as the statement referred to in the next sentencecase may be, such additional amount amounts as will be sufficient to compensate them for such additional cost, reduction, payment or amounts (in the form of an increased rate of, or a different method of calculating, foregone interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunderother sum, provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower overall net income, profits or gains of the Agent or any Bank. (b) If any Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law) regarding capital requirements for banks or bank holding companies, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any of the foregoing, either imposes a copy requirement upon such Bank to Administrative Agentallocate additional capital resources or increases such Bank's requirement to allocate capital resources to such Bank's commitment to make, or to such Bank's maintenance of, Advances hereunder, which has or would have the effect of reducing the return on such Bank's capital to a level below that which such Bank could have achieved (taking into consideration such Bank's then existing policies with respect to capital adequacy and assuming full utilization of such Bank's capital) a written statementbut for such applicability, setting forth change, interpretation, administration or compliance, by any amount deemed by such Bank to be material, such Bank shall promptly after its determination of such occurrence give notice thereof to the Company. The Company and such Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Company and any such Bank are unable to agree to such adjustment within thirty days after the day on which the Company received such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Bank's reasonable determination, evidenced by calculations in reasonable detail furnished to the basis Company, compensate such Bank for calculating the additional amounts owed such reduction, such Bank's determination of such amount to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto the Company, absent manifest error. In determining such amount, a Bank may use any reasonable methods of averaging, allocating or attributing such reduction among its customers. 4.7.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 either (which shall be controlling with respect to the matters covered thereby), if i) any Change in Law: Law or (iii) subjects the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Term SOFR Advances (or its applicable lending office) to excluding, for purposes of this Section 2.10, any additional Tax such increased costs resulting from (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Personsy), (B) any Taxes described in clauses (Bii) through and (Eiii) of the definition of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.12 shall govern) and (Cz) Connection Income Taxes, and without duplication as to amounts payable to changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender pursuant to Section 2.15) with respect to this Agreement is organized, has its Applicable Lending Office or any of the other Loan Documents otherwise has current or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition former connections (other than with respect to a Tax matter) on or affecting any such connections arising from such Lender’s (or having executed, delivered, became a party to, performed its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount under, received or receivable perfected a security interest under, engaged in any other transactions pursuant to, or enforced any Loan Documents, or sold or assigned any interest in any Obligations or Loan Document) or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate such Lender for any such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost or reduction that may thereafter accrue and would not, in amounts received or receivable hereunderthe reasonable judgment of such Lender, provided that be otherwise disadvantageous to such amounts are reasonably determinedLender. Such Lender shall deliver A certificate as to the amount of such increased cost, submitted to the Borrower (with a copy to Administrative Agent) a written statementby such Lender, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error. Notwithstanding anything to the contrary contained in this Agreement, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, as amended, and all requests, rules, guidelines or directives thereunder or issued in connection therewith, regardless of the date enacted, adopted or issued shall be deemed an introduction or change of the type referred to in subclause (i) of this Section 2.10(a).

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Loans or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrower hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Loans or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby a ' n office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; the Term Loans, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining a] I or any part of the Loans or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from Borrower hereunder, then, and in any each such casecase not otherwise provided for -hereunder, the Borrower shall will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum; PROVIDED that the foregoing provisions of this sentence shall not apply in the case of any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. The Co-Issuers agree to reimburse each Investor and any Program Support Provider (aeach, an “Affected Person”) Subject for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Affected Person, including reductions in the rate of return on such Affected Person’s capital, in respect of funding or maintaining (or of its obligation to the provisions of Section 2.15 (which shall be controlling fund or maintain) any Advances that arise in connection with respect to the matters covered thereby), if any Change in LawLaw which shall: (i) subjects any Lender (impose, modify or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds deem applicable any reserve (including any marginal, emergency, supplementalreserve, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement against assets held byof, or deposits or other liabilities in with or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, Affected Person (except any office of any Lendersuch reserve requirement reflected in the Eurodollar Rate); or (iiiii) imposes impose on any Affected Person or the London interbank market any other condition (other than affecting this Agreement or Eurodollar Advances made by such Affected Person; except for such Changes in Law with respect to a Tax matter) on increased capital costs and Class A Taxes which shall be governed by Sections 3.07 and 3.08, respectively (whether or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; not amounts are payable thereunder in respect thereof). Each such demand shall be provided to the related Funding Agent and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; thenCo-Issuers in writing and shall state, in any such casereasonable detail, the Borrower shall promptly pay to such Lender, upon receipt of reasons therefor and the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary required fully to compensate such Lender Affected Person for any such increased cost or reduction reduced amount of return; provided that any such demand claiming reimbursement for increased costs resulting from a Change in amounts received Law described in clause (i) or receivable (ii) above shall, in addition, state the basis upon which such amount has been calculated and certify that such Affected Person’s method of allocating such costs is fair and reasonable and that such Affected Person’s demand for payment of such costs hereunder, provided that and such amounts method of allocation, is consistent with, or more favorable than, its treatment of other borrowers which, as a credit matter, are reasonably determinedsubstantially similar to the Co-Issuers and which are subject to similar provisions. Such Lender additional amounts (“Increased Costs”) shall deliver be paid by the Co-Issuers to the Borrower (Administrative Agent as Series 2018-1 Class A Notes Other Amounts, subject to and in accordance with a copy to the Priority of Payments, on the Payment Date following the Collection Period in which such written notice is received, and by the Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed Agent to such Lender under this Section 2.14Funding Agent pursuant to written direction and by such Funding Agent directly to such Affected Person, which statement shall and such notice shall, in the absence of manifest error, be conclusive and binding upon all parties hereto absent manifest error.on the Co-Issuers; provided that with respect to any notice given to the Co-Issuers under this Section 3.05 the Co-Issuers shall not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such demand; provided further that if the Change 21 DMSLIBRARY01\32647597

Increased Costs, Etc. (a) Subject to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s Lender (or its applicable lending office’s) or its obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Increased Costs, Etc. (a) Subject to the provisions of Section 2.15 2.14 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income net income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.152.14) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s Lender (or its applicable lending office’s) or its obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower Borrowers shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower Borrowers (with a copy to Administrative the Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.142.12, which statement shall be conclusive and binding upon all parties hereto absent manifest error.

Increased Costs, Etc. (a) Subject to If any Participant reasonably determines that, after the provisions date hereof, any change in, or the adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (Elaw) of the definition of Excluded Taxes and (C) Connection Income Taxesany court, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principalcentral bank, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special regulator or other reserve), special deposit, compulsory loan, FDIC insurance Governmental Authority increases or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to would increase the cost to any Participant (including cost increase through the establishment or increase by the FRB of any reserve requirements) of, or reduces or would reduce the amount of any sum receivable by, such Lender Participant in respect of, making available, continuing or maintaining (or of agreeing its obligation to make available, continue or maintain) or prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in SECTION 12.3 with respect to, any Loans hereunder or Certificate Amounts, as the case may be, Lessee agrees to reduce any reimburse such Participant for each such increased cost or reduced amount received or receivable by when applicable to such Lender (Participant or its parent, as applicable lending office) with respect thereto; then(on an After Tax Basis). Such Participant shall promptly notify Lessor and Lessee in writing of the occurrence of any such event, such notice to state, in any such casereasonable detail, the Borrower reasons therefor and the calculation of the additional amount required fully to compensate such Participant for such increased cost or reduced amount. Such additional amounts shall promptly pay be payable by Lessee as Supplemental Rent directly to such Lender, upon Participant within five (5) days of its receipt of the such notice. A statement referred of a Participant as to in the next sentence, any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the form absence of an increased rate ofmanifest error, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding on Lessee; PROVIDED, HOWEVER, that upon all parties hereto absent manifest errorrequest, Lessee shall be entitled to review and verify non-confidential information of any Participant related to the determinations set forth in such statement of such Participant and discuss such non-confidential information and determinations with such Participant. In determining such amount, each Participant shall use any method of averaging or attribution that it (in its reasonable discretion) shall deem applicable.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Agent or any Bank by any central bank or other fiscal, monetary or other authority, whether or not having the force of law) shall (i) subjects subject the Agent or any Lender (or its applicable lending office) Bank to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement Agreement, the amount of the Commitments or the payment to the Agent or any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Agent or any Bank of the other Loan Documents principal of or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees the interest on the Advances or any other amount amounts payable to the Agent or any Bank hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of the Agent or any Bank in respect of the transactions contemplated herein, or other credit extended by, (iv) impose on the Agent or any other acquisition of funds by, any office of any Lender; or (iii) imposes Bank any other condition (other than or requirement with respect to a Tax matter) on this Agreement, the Commitments or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender any Bank of agreeing making, funding or maintaining all or any part of the Advances, or (B) to reduce the amount of principal, interest or other amount payable to any Bank hereunder, or (C) to require the Agent or any Bank to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Agent or receivable any Bank from the Trust hereunder, then, and in each such case not otherwise provided for hereunder, the Trust will, upon demand made by the Agent promptly following the Agent's receipt of notification of such Lender event (or its applicable lending office) made by any Bank with respect thereto; thento any of the matters described in clause (iii) above promptly following such Bank's receipt of notice pertaining to such matters) accompanied by calculations thereof in reasonable detail, in any such case, the Borrower shall promptly pay to the Agent for its account or for the account of such LenderBank, upon receipt of as the statement referred to in the next sentencecase may be, such additional amount amounts as will be sufficient to compensate them for such additional cost, reduction, payment or amounts (in the form of an increased rate of, or a different method of calculating, foregone interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunderother sum, provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower overall net income, profits or gains of the Agent or any Bank. (b) If any Bank shall have determined that any present or future applicable law, rule, regulation, guideline, directive or request (whether or not having force of law) regarding capital requirements for banks or bank holding companies, or any change therein or in the interpretation or administration thereof by any governmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by such Bank with any of the foregoing, either imposes a copy requirement upon such Bank to Administrative Agentallocate additional capital resources or increases such Bank's requirement to allocate capital resources to such Bank's commitment to make, or to such Bank's maintenance of, Advances hereunder, which has or would have the effect of reducing the return on such Bank's capital to a level below that which such Bank could have achieved (taking into consideration such Bank's then existing policies with respect to capital adequacy and assuming full utilization of such Bank's capital) a written statementbut for such applicability, setting forth change, interpretation, administration or compliance, by any amount deemed by such Bank to be material, such Bank shall promptly after its determination of such occurrence give notice thereof to the Trust. The Trust and such Bank shall thereafter attempt to negotiate in good faith an adjustment to the compensation payable hereunder which will adequately compensate the Bank for such reduction. If the Trust and any such Bank are unable to agree to such adjustment within thirty days after the day on which the Trust received such notice, then commencing on the date of such notice (but not earlier than the effective date of any such applicability, change, interpretation, administration or compliance), the fees payable hereunder shall increase by an amount which will, in such Bank's reasonable determination, evidenced by calculations in reasonable detail delivered to the basis Company, compensate such Bank for calculating the additional amounts owed such reduction, such Bank's determination of such amount to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto the Trust, absent manifest error. In determining such amount, a Bank may use any reasonable methods of averaging, allocating or attributing such reduction among its customers. 4.7.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects the introduction of or any change in or in the interpretation or application of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender (of agreeing to make or its applicable lending office) of making, or funding or maintaining Eurodollar Rate Advances or any Lender shall be subject to any additional Tax Taxes (other than (A) excluding, for purposes of this Section 2.10, any Tax on the Overall Net Income of such Lender or any of its Tax Related PersonsIndemnified Taxes, (B) any Taxes described in clauses (Bb) through (Ed) of the definition of “Excluded Taxes and (C) Taxes” or Connection Income Taxes, and without duplication Taxes (as to amounts payable to such Lender pursuant to which Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve2.12 shall govern)), special depositthen the Borrower shall from time to time, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate such Lender for any such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost or reduction that may thereafter accrue and would not, in amounts received or receivable hereunderthe reasonable judgment of such Lender, provided be otherwise disadvantageous to such Lender; provided, further, that such amounts are reasonably determined. Such no Lender shall deliver claim additional amounts under this Section 2.10(a) unless, to the extent applicable, such Lender is claiming such additional amounts on all of its similarly situated customers under similar facilities (as determined by such Lender acting reasonably and in good faith), where relevant. A certificate as to the amount of such increased cost, submitted to the Borrower (with a copy to Administrative Agent) a written statementby such Lender, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender’s commitment to lend hereunder and other commitments of such type, then, upon demand by such Lender or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend hereunder; provided, however, no Lender shall exercise its rights to impose any such additional amounts on Borrower unless, to the extent applicable, such Lender is contemporaneously

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects the -------------------- introduction of or any Lender (or its applicable lending office) to any additional Tax change (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any Requirement of Law after the date of this Agreement or (ii) the compliance with (A) any Tax on the Overall Net Income of such Lender official directive, guideline or request from any of its Tax Related Persons, central bank or other Governmental Authority or (B) any Taxes described change therein or in clauses the interpretation or application, implementation, administration or enforcement thereof, that, in the case of subclause (Bii)(A) through or (Eii)(B) of this Section 2.09(a), becomes effective or is issued or made after 60 the definition date of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement (whether or not having the force of law), there shall be any increase in the cost to any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender Lenders of agreeing to make Loans hereunder or making, agreeing to reduce participate in or participating in, agreeing to renew or renewing or funding or maintaining any Advances of either Type, or any reduction in the amount received owing to any of the Lenders or receivable their respective Applicable Lending Offices under this Agreement in respect of any Advances of either Type (excluding, for purposes of this Section 2.09, any such increased costs resulting from (1) Taxes or Other Taxes (as to which Section 2.11 shall govern) and (2) changes in the basis of taxation of overall net income or overall gross income by the United States of America or the jurisdiction under the laws of which such Lender is organized or has either of its Applicable Lending Offices or any political subdivision thereof), then the Borrowers hereby jointly and severally agree to pay, from time to time upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, to the Borrower shall promptly pay to such Lender, upon receipt Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate or to reimburse such Lender for any all such increased cost costs or reduction in amounts received or receivable hereunderreduced amounts. A certificate of the Lender requesting such additional compensation pursuant to this Section 2.09(a), provided that such amounts are reasonably determined. Such Lender shall deliver submitted to the Borrower Borrowers by such Lender and specifying therein the amount of such additional compensation (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail including the basis for calculating the additional amounts owed to such Lender under this Section 2.14of calculation thereof), which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Revolving Credit Advances or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein (except any reserve requirement reflected in the LIBOR Lending Rate), or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Revolving Credit Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Revolving Credit Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrowers hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall Borrowers will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any Taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable and non-discriminatory method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject If any changes in present or future Applicable Law, including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the provisions of Section 2.15 (which date hereof, shall be controlling with respect to the matters covered thereby), if any Change in Law: (i) subjects any subject a Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to a Lender of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to a Lender of the other Loan Documents principal of or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees the interest on the Loans or any other amount amounts payable to a Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender with respect to the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; the Loans, and the result of any of the foregoing is (a) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (b) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (c) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from Borrower hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for such additional cost, reduction, payment or foregone interest or other sum. The foregoing provisions shall not apply in the case of any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects the introduction of or any Lender change in or in the interpretation, administration or application of any law or regulation or (ii) compliance with any law or regulation made after the date of this Agreement there shall be (x) a reduction in the rate of return from a Tranche or on a Lender’s (or its applicable lending officeAffiliate’s) to overall capital, (y) any additional Tax or increased cost or (other than (Az) a reduction of any Tax on the Overall Net Income of such amount due and payable under any Loan Document, which is incurred or suffered by any Lender or any of its Tax Related PersonsAffiliates to the extent that it is attributable to that Lender agreeing to make or of making, funding or maintaining Advances or funding or performing its obligations under any Loan Document (excluding, for purposes of this Section 2.10, any such increased costs resulting from (A) Indemnified Taxes or Other Taxes (as to which Section 2.12 shall govern), (B) Excluded Taxes, (C) any Taxes described in clauses required to be withheld as a result of a direction or notice under section 260-5 of the Australian Tax Act or section 255 of the Australian Tax Act, (BD) through any Tax imposed pursuant to FATCA or (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such willful breach by the relevant Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder Affiliates of any law or thereunder regulation or the terms of any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserveLoan Document), special depositthen the Borrower shall from time to time, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable within 10 Business Days after demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate such Lender for any such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office or to assign its rights and obligations hereunder to another of its offices, branches or affiliates if the making of such a designation or assignment would avoid the need for, or reduce the amount of, such increased cost or reduction that may thereafter accrue and would not, in amounts received or receivable hereunderthe reasonable judgment of such Lender, provided that be otherwise disadvantageous to such amounts are reasonably determinedLender. Such Lender A certificate as to the amount of such increased cost shall deliver be submitted to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to by such Lender under this Section 2.14, which statement and shall be conclusive and binding upon for all parties hereto purposes, absent fraud or manifest error; provided, however, that no Lender shall be required to disclose any information to the extent such disclosure would be prohibited by applicable law.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects the introduction of or any change in or in the interpretation of any law or regulation, in each case after the date of this Agreement, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), made or issued after the date of this Agreement, there shall be any increase in the cost to any Lender or Issuing Bank of agreeing to make or of making, funding or maintaining LIBOR Advances or any amount in its Revolving Credit-Linked Deposit Account or of any maintaining or agreeing to maintain any Letter of Credit (excluding, for purposes of this Section 4.05, any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 4.07 shall govern) and (y) changes after the date of this Agreement in the basis of taxation of overall net income or overall gross income (and franchise taxes imposed in lieu thereof) by the United States or by the foreign jurisdiction or state under the laws of which such Lender or Issuing Bank is organized or has its applicable lending officeApplicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 10 days of demand (accompanied by reasonably detailed documentation thereof) by such Lender or Issuing Bank (with a copy of such demand to any additional Tax (other than (A) any Tax on the Overall Net Income Administrative Agent), pay to the Administrative Agent for the account of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to Issuing Bank additional amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary sufficient to compensate such Lender or Issuing Bank for such increased cost; provided, however, that before making any such demand, each Lender or Issuing Bank agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender or reduction in amounts received Issuing Bank, be otherwise disadvantageous to such Lender or receivable hereunderIssuing Bank. A certificate as to the amount of such increased cost, provided that such amounts are reasonably determined. Such Lender shall deliver submitted to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to by such Lender under this Section 2.14or Issuing Bank, which statement shall be conclusive and binding upon presumptive evidence for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject If the introduction of or any change in or in the interpretation of, or any change in its application to the provisions Obligors of, any law or any regulation or guideline from any central bank or other governmental authority (whether or not having the force of Section 2.15 (which shall be controlling with respect to the matters covered therebylaw), if including any Change in Law: (i) subjects reserve or special deposit requirement or any Lender (or its applicable lending office) to any additional Tax (other than (AExcluded Taxes) any Tax on the Overall Net Income of such Lender or any capital adequacy or other capital requirement, has due to the Lender's compliance therewith the effect, directly or indirectly, of its Tax Related Persons, (Bi) any Taxes described in clauses (B) through (E) increasing the cost to the Lender of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of performing its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce reducing any amount received or receivable by such the Lender (hereunder or its applicable lending officeeffective return hereunder or on its capital; or (iii) with respect thereto; thencausing the Lender to make any payment or to forego any return based on any amount received or receivable by the Lender hereunder, in any then upon demand from time to time the affected Obligor shall pay such case, amount as shall compensate the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost cost, reduction, payment or reduction foregone return, to the extent that it is not fully offset by an increase in amounts received the applicable interest rate or receivable rates or fees hereunder. Any certificate of the Lender in respect of the foregoing will be prima facie evidence of the foregoing, provided that the Lender determines the amounts owing to it in good faith using any reasonable averaging and attribution methods and provides a detailed description of its calculation of the amounts owing to it. Notwithstanding this Section, the Obligors shall not be liable to compensate the Lender for any such amounts are reasonably determined. Such cost, reduction, payment or foregone return if such compensation is not being claimed as a general practice from customers of the Lender shall deliver similar to the Borrower (with a copy Obligors who by agreement are liable to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest errorpay compensation on similar grounds.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects the introduction of or any change in or in the interpretation or application of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or of making, funding or maintaining Eurodollar Rate Advances (or its applicable lending officeexcluding, for purposes of this Section 2.10, any such increased costs resulting from (y) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (Bb) through (Ed) of the definition of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.12 shall govern) and (Cz) Connection Income Taxes, and without duplication as to amounts payable to changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender pursuant to Section 2.15) with respect to this Agreement is organized, has its Applicable Lending Office or any of the other Loan Documents otherwise has current or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition former connections (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such connections arising from such Lender of agreeing to make Loans hereunder or to reduce any amount having executed, delivered, became a party to, performed its obligations under, received or receivable perfected a security interest under, engaged in any other transactions pursuant to, or enforced any Loan Documents, or sold or assigned any interest in any Obligations or Loan Document) or any political subdivision thereof), then the Borrowers shall, from time to time, upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate such Lender for any such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost or reduction that may thereafter accrue and would not, in amounts received or receivable hereunderthe reasonable judgment of such Lender, provided that be otherwise disadvantageous to such amounts are reasonably determinedLender. Such Lender shall deliver A certificate as to the Borrower (with a copy amount of such increased cost, submitted to Administrative Agent) a written statementthe Borrowers by such Lender, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject If the introduction of or any change in or in the interpretation of, or any change in the application to the provisions of Section 2.15 (which shall be controlling with respect to Borrower or any Lender of, any law or any regulation or guideline from any central bank or other governmental authority that is binding on the matters covered thereby), if any Change in Law: (i) subjects Borrower or any Lender (whether or its applicable lending office) not having the force of law), including but not limited to any additional reserve or special deposit requirement or any Tax (other than Excluded Taxes) or any capital requirement, has due to the Lenders' compliance therewith the effect, directly or indirectly, of (Ai) any Tax on increasing the Overall Net Income of such Lender cost to the Lenders, or any of its Tax Related Personsthem, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its performing their respective obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce reducing any amount received or receivable by such Lender (the Lenders, or any of them, hereunder or its applicable lending officeeffective return hereunder or on its capital; or (iii) with respect thereto; thencausing the Lenders, in or any of them, to make any payment or to forego any return based on any amount received or receivable by the Lenders, or any of them, hereunder, then upon demand from time to time the Borrower shall pay such amount as shall compensate the Lenders for any such casecost, reduction, payment or foregone return that is not fully offset by an increase in the applicable interest rate or rates or fees hereunder. Any certificate of a Lender in respect of the foregoing will be prima facie evidence of the foregoing, except for manifest error, provided that the Lender determines the amounts owing to it in good faith using any reasonable averaging and attribution methods and provides a detailed description of its calculation of the amounts owing to it. If any Lender demands compensation under this Section, the Borrower may at any time, upon at least four Business Days' prior notice to that Lender and the Agent, which notice shall promptly pay be irrevocable, prepay in full, without penalty but subject to such the limitations on repayments contained in Section 4.4, the then outstanding Obligations owing to that Lender, upon receipt including all compensation to the date of the statement referred to in the next sentence, such additional amount or amounts (in the form repayment. The Commitment of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to thereupon be cancelled and the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest errorCredit permanently reduced accordingly.

Increased Costs, Etc. The Borrower agrees to reimburse each Advance Funding Provider (aan “Affected Person”) Subject for any increase in the cost of, or any reduction in the amount of any sum receivable by any such Affected Person, including reductions in the rate of return on such Affected Person’s capital, in respect of funding or maintaining (or of its obligation to the provisions of Section 2.15 (which shall be controlling fund or maintain) any Advances that arise in connection with respect to the matters covered thereby), if any Change in Law: Law which shall (i) subjects any Lender (impose, modify or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds deem applicable any reserve (including any marginal, emergency, supplementalreserve, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement against assets held byof, or deposits or other liabilities in with or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds byAffected Person, any office of any Lender; or (iiiii) imposes impose on any Affected Person any other condition (other than affecting this Agreement, except for such Changes in Law with respect to a Tax matterincreased capital costs and Advance Funding Taxes which shall be governed by Sections 3.07 and 3.08, respectively (whether or not amounts are payable thereunder in respect thereof). For purposes of this Agreement, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all regulations, requests, guidelines or directives issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on or affecting any Lender’s Banking Supervision (or its applicable lending office’sany successor or similar authority) obligations hereunder; or the United States or foreign regulatory authorities, in each case, pursuant to Basel III, are deemed to have gone into effect and been adopted subsequent to the date hereof. Each such demand shall be provided to the Borrower in writing and shall state, in reasonable detail, the reasons therefor and the result additional amount required fully to compensate such Affected Person for such increased cost or reduced amount of return; provided that any such demand claiming reimbursement for increased costs resulting from a Change in Law described in clause (x) or (y) above shall, in addition, state the basis upon which such amount has been calculated and certify that such Affected Person’s method of allocating such costs is fair and reasonable and that such Affected Person’s demand for payment of such costs hereunder, and such method of allocation, is consistent with, or more favorable than, its treatment of other borrowers which, as a credit matter, are substantially similar to the foregoing is Borrower and which are subject to increase similar provisions. Such additional amounts (“Increased Costs”) shall be paid by the cost Borrower in accordance with Section 3.02(a)(ii) within ten (10) Business Days of receipt of such notice, subject to and in accordance with the Priority of Payments, and such Lender notice shall, in the absence of agreeing to make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) manifest error, be conclusive and binding on the Borrower; provided that with respect thereto; then, in to any such casenotice given to the Borrower under this Section 3.05, the Borrower shall promptly not be under any obligation to pay any amount with respect to any period prior to the date that is nine (9) months prior to such Lenderdemand; provided further that if the Change in Law giving rise to such Increased Costs is retroactive, upon receipt of then the statement nine-month period referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement above shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 either (which shall be controlling with respect to the matters covered thereby), if i) any Change in Law: Law or (iii) subjects the compliance with any Lender guideline or request or directive from any central bank or other governmental authority (whether or its applicable lending office) to any additional Tax (other than not having the force of law), (A) any Tax on reserve, deposit, or similar requirement is or shall be imposed or modified in respect of the Overall Net Income of such Lender Loans or any of its Tax Related Personsobligations to make the Loans hereunder or hereby, or (B) there shall be imposed on any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect regarding the Loans or obligations to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations make the Loans hereunder; , and the result of any of the foregoing is to increase the cost to such any Lender of agreeing to make Loans hereunder or of making, funding or maintaining LIBO Rate Loan (excluding, for purposes of this Section 2.10, any such increased costs resulting from (x) Taxes described in the definitions of Excluded Taxes, Indemnified Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the basis of imposition, or the rate, of any taxes, levies, imposts, deductions, charges, withholdings or liabilities that are excluded from the definition of Taxes), or to reduce any the amount received or receivable in respect thereof, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost or its applicable lending office) with respect thereto; thenreduced receipt. A certificate as to the amount of such increased cost or reduced receipt, in any submitted to the Borrower by such caseLender, shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything contained herein to the contrary, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may not be necessary required to compensate such a Lender pursuant to this Section 2.10(a) for any such increased cost or reduction in amounts received or receivable hereunder, provided reduced receipt incurred more than one-hundred-eighty (180) days prior to the date that such amounts are reasonably determined. Such Lender shall deliver to demands compensation therefor; provided that, if the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed circumstance giving rise to such Lender under this Section 2.14increased cost or reduced receipt is retroactive, which statement then such 180 day period shall be conclusive and binding upon all parties hereto absent manifest errorextended to include the period of retroactive effect thereof.

Increased Costs, Etc. If after the date hereof any change in applicable law or regulation or in the interpretation or administration thereof by any Governmental Authority charged with the interpretation or administration thereof (awhether or not having the force of law) Subject (i) shall subject any Lessor Party to, or increase the net amount of, any tax, levy, impost, duty, charge, fee, deduction or withholding with respect to any Note, Loan or the Equity Investment (or any portion thereof), or the funding of (or agreement to provide funding for) such Notes, Loans or the Equity Investment, or shall change the basis of taxation of payments to the provisions of Section 2.15 Lessor Parties or any other fees or amounts payable under the Operative Documents (which shall be controlling other than (x) with respect to the matters covered thereby)Lessor, if any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of or other items specifically excluded from the definition of Excluded Taxes Impositions, and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15y) with respect to this Agreement any Lessor Party other than the Lessor, any Taxes (A) attributable to changes in the rate of general corporate, franchise, net income or any of other income tax imposed on such Lessor Party by the other Loan Documents or any of its obligations hereunder or thereunder or any payments to jurisdiction in which such Lender (or Lessor Party either maintains its applicable lending officeoffice or is otherwise subject to tax other than as a result of the transactions contemplated by the Operative Documents or (B) that would not have been imposed but for the failure of principalsuch Lessor Party to comply with any certification, interestinformation, fees documentation or any other amount payable hereunder; reporting requirement), (ii) imposesshall impose, modifies modify or holds deem applicable any reserve (including any marginal, emergency, supplementalreserve, special or other reserve), special deposit, compulsory loan, FDIC insurance deposit or similar requirement against assets held byof, or deposits or other liabilities in with or for the account of, or advances or loans by, or other credit extended by, such Lessor Party that would affect the amount of capital required or reasonably expected to be maintained by such Lessor Party or any other acquisition Person directly or indirectly controlling such parties, and such Lessor Party reasonably and in good faith determines that the rate of funds by, any office return on its or such controlling Person's capital as a consequence of its obligations under or in respect of the Operative Documents is reduced to a level below that which such party would have achieved but for the occurrence of any Lender; such circumstance by an amount deemed by such party to be material, or (iii) imposes shall impose on such Lessor Party any other condition (other than with respect a condition involving administrative matters such as additional reporting requirements to a Tax matterany such Governmental Authority) on affecting this Participation Agreement or affecting any Lender’s other Operative Document or the funding (or its applicable lending office’s) obligations agreement to provide funding hereunder; ), and the result of any of the foregoing is shall be to increase the cost to such Lender of agreeing to make Loans hereunder Lessor Party of, or to reduce the amount of any amount sum received or receivable by such Lender Lessor Party in respect of, making, continuing or maintaining (or its applicable lending officeobligation to make, continue or maintain) with respect thereto; thenits investments in the respective instruments (or providing funding therefor) by an amount reasonably determined in good faith by such Lessor Party to be material, in any such case, then the Borrower Lessee shall promptly pay to such Lender, upon receipt the Agent for the benefit of the statement referred to in the next sentenceLessor Party, as Supplemental Rent, such additional amount or amounts amounts, as will compensate such Lessor Party on an After Tax Basis for such increase or reduction upon demand by such party. Each such Lessor Party shall within thirty (30) days of such Lessor Party's discovery of such event, notify the Lessee in writing of the form occurrence of an increased rate ofany such event, or a different method such notice to state, in reasonable detail, the reasons therefor and the calculation of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary the additional amount required fully to compensate such Lender party for any such increased cost costs or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determinedreduced amount. Such Lender additional amount shall deliver be payable by the Lessee to the Borrower Agent for the benefit of such claiming party within fifteen (with a copy to Administrative Agent15) a written statementBusiness Days of its receipt of such notice and such notice shall, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14absence of manifest error, which statement shall be conclusive and binding upon all parties hereto absent manifest erroron the Lessee. Notwithstanding any other provision of this Participation Agreement, any amount of Taxes that would, but for this sentence, give rise to both Supplemental Rent payable to the Lessor pursuant to this Section 4.4 and an indemnity payment obligation in favor of the Lessor pursuant to Section 13.4 shall be governed solely by the provisions of Section 13.4; provided, however, that this sentence is intended to apply Section 13.4 to Taxes subject to an actual indemnity payment obligation pursuant to both Section 4.4 and Section 13.4, but not to diminish any claim for indemnification (or Supplemental Rent) pursuant to this Section 4.4 that would not give rise to an actual indemnity payment obligation pursuant to Section 13.4.

Increased Costs, Etc. (a) Subject to If any Participant reasonably determines that, after the provisions date hereof, any change in, or the adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive, guideline, decision or request (whether or not having the force of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (Elaw) of the definition of Excluded Taxes and (C) Connection Income Taxesany court, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principalcentral bank, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special regulator or other reserve), special deposit, compulsory loan, FDIC insurance Governmental Authority increases or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to would increase the cost to any Participant (including cost increase through the establishment or increase by the FRB of any reserve requirements) of, or reduces or would reduce the amount of any sum receivable by, such Lender Participant in respect of, making available, continuing or maintaining (or of agreeing its obligation to make available, continue or maintain) or prevents or would prevent any Participant from being legally entitled to a complete exemption from withholding as described in SECTION 11.3 with respect to, any Loans hereunder or Certificate Amounts, as the case may be, Lessee agrees to reduce any reimburse such Participant for each such increased cost or reduced amount received or receivable by when applicable to such Lender (Participant or its parent, as applicable lending office) with respect thereto; then(on an After Tax Basis). Such Participant shall promptly notify Lessor and Lessee in writing of the occurrence of any such event, such notice to state, in any such casereasonable detail, the Borrower reasons therefor and the calculation of the additional amount required fully to compensate such Participant for such increased cost or reduced amount. Such additional amounts shall promptly pay be payable by Lessee as Supplemental Rent directly to such Lender, upon Participant within five (5) days of its receipt of the such notice. A statement referred of a Participant as to in the next sentence, any such additional amount or amounts (including calculations thereof in reasonable detail) shall, in the form absence of an increased rate ofmanifest error, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding on Lessee; PROVIDED, HOWEVER, that upon all parties hereto absent manifest errorrequest, Lessee shall be entitled to review and verify non-confidential information of any Participant related to the determinations set forth in such statement of such Participant and discuss such non-confidential information and determinations with such Participant. In determining such amount, each Participant shall use any method of averaging or attribution that it (in its reasonable discretion) shall deem applicable.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any Lender (or its applicable lending office) subject the Bank to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank of the other principal of or the interest on the Revolving Credit Advances or the Term Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount amounts payable to the Bank hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of the Bank in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on the Bank any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (Revolving Credit Advance or its applicable lending office’s) obligations hereunder; the Term Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender the Bank of agreeing to make Loans hereunder making, funding or maintaining all or any part of the Revolving Credit Advances or Term Loan or its commitment hereunder, or (B) to reduce any the amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculatingprincipal, interest or other amount payable to the Bank hereunder, or (C) to require the Bank to make any payment or to forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received by the Bank from the Borrowers hereunder, then, and in each such case not otherwise provided for hereunder, the Borrowers, jointly and severally, will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such additional amounts as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate the Bank for such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail profits or gains of the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest errorBank.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Banks by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects subject any Lender (or its applicable lending office) Bank to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to any Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Banks of the other Loan Documents principal of or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees the interest on the Loans or any other amount amounts payable to the Banks hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans by, or other credit extended by, or any other acquisition of funds by, any by an office of any Lender; Bank in respect of the transactions contemplated herein, or (iiiiv) imposes impose on any Bank any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender any Bank of agreeing making, funding or maintaining all or any part of the Loans, or (B) to reduce the amount of principal, interest or other amount payable to any Bank hereunder, or (C) to require any Bank to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; Bank from the Borrowers, jointly and severally, hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by such Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Bank such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender Bank for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail profits or gains of the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest errorBank.

Increased Costs, Etc. (a) Subject to the Notwithstanding any other provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)herein, if any Change requirement of law, regulation, order or decree or any change therein or in Law: (i) subjects any Lender (the interpretation or its applicable lending office) application thereof shall make it unlawful for the Lenders to any additional Tax (other than (A) any Tax make or maintain Loans at a rate based on the Overall Net Income LIBOR Rate as contemplated by the Operative Documents, the Commitments of the Lenders hereunder to make Loans at a rate based on the LIBOR Rate shall forthwith be canceled and Loans of the Lenders then outstanding, if any, shall, if and when required by such law, be converted automatically to bear interest at the Alternative Rate. If any such conversion of the interest rate applicable to Loans is made on a day which is not the end of a Rent Period, the related Lessee shall pay to the Agent for the account of the Lenders on such conversion date interest at the related LIBOR Rate plus 0.75% per annum on the affected Loans to the date of such automatic conversion and, upon the request of any Lender, shall pay to the Agent for the account of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender of agreeing to make Loans hereunder or to reduce any amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such the Lender for any loss or expense which the Lender deems to be material as determined by the Lender and which has been sustained or incurred by such increased cost or reduction Lender in respect of such Loans as a result of such conversion. A certificate as to any additional amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver payable pursuant to the Borrower (with foregoing sentence submitted by a copy Lender to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement related Lessee shall be conclusive and binding upon all parties hereto absent manifest error. As soon as practicable, the Agent or any Lender shall notify the related Lessee of any event of which it has knowledge occurring after the date of this Participation Agreement, which will cause or is likely to cause a conversion of the interest rate applicable to Loans pursuant to this Section ------- 7.5, and the Agent or such Lender shall designate a different funding office or --- take such other action to avoid the need for, or to reduce the amount of compensation related to, such conversion of the interest rate applicable to Loans which would not, in the reasonable opinion of the Agent or such Lender, be otherwise disadvantageous to the Agent or the Lenders.

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects the -------------------- introduction of or any Lender (or its applicable lending office) to any additional Tax change (other than any change by way of the imposition of or increase in reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or application of any Requirement of Law after the date of this Agreement or (ii) the compliance with (A) any Tax on the Overall Net Income of such Lender official directive, guideline or request from any of its Tax Related Persons, central bank or other Governmental Authority or (B) any Taxes described change therein or in clauses the interpretation or application, implementation, administration or enforcement thereof, that, in the case of subclause (Bi)(A) through or (Ei)(B) of this Section 2.09(a), becomes effective or is issued or made after the definition date of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement (whether or not having the force of law), there shall be any increase in the cost to any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such Lender Lenders of agreeing to make Loans hereunder or making, agreeing to reduce participate in or participating in, agreeing to renew or renewing or funding or maintaining any Advances of either Type, or any reduction in the amount received owing to any of the Lenders or receivable their respective Applicable Lending Offices under this Agreement in respect of any Advances of either Type (excluding, for purposes of this Section 2.09, any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.11 shall govern) and (B) changes in the basis of taxation of overall net income or overall gross income by the United States of America or the jurisdiction under the laws of which such Lender is organized or has either of its Applicable Lending Offices or any political subdivision thereof), then the Borrowers hereby jointly and severally agree to pay, from time to time upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, to the Borrower shall promptly pay to such Lender, upon receipt Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate or to reimburse such Lender for any all such increased cost costs or reduction in amounts received or receivable hereunderreduced amounts. A certificate of the Lender requesting such additional compensation pursuant to this Section 2.09(a), provided that such amounts are reasonably determined. Such Lender shall deliver submitted to the Borrower Borrowers by such Lender and specifying therein the amount of such additional compensation (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail including the basis for calculating the additional amounts owed to such Lender under this Section 2.14of calculation thereof), which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject a Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Loans or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement, the Term Loans, any Revolving Credit Advance or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Swing Line Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Loans or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrowers hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall Borrowers, jointly and severally, will upon demand made by such Lender promptly following such Lender's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determined. Such Lender the foregoing provisions of this sentence shall deliver not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon or by reference to the Borrower (with a copy to Administrative Agent) a written statementoverall net income, setting forth in reasonable detail the basis for calculating profits or gains of any Lender. In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law", as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to any Lender by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to such Lender of any amounts due to it hereunder, or (ii) materially change the basis of the other Loan Documents or any taxation of its obligations hereunder or thereunder or any payments to such Lender (of the principal of or its applicable lending office) of principal, interest, fees the interest on the Advances or any other amount amounts payable to such Lender hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing to make Loans hereunder making, funding or maintaining all or any part of the Advances or its commitment hereunder, or (B) to reduce any the amount received or receivable by such Lender (or its applicable lending office) with respect thereto; then, in any such case, the Borrower shall promptly pay to such Lender, upon receipt of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculatingprincipal, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed other amount payable to such Lender under this Section 2.14hereunder, or (C) to require such Lender to make any payment or to forego any interest or other sum payable hereunder, the amount of which statement shall be conclusive and binding upon all parties hereto absent manifest error.payment or foregone interest or other sum is calculated by reference to the gross amount of any

Increased Costs, Etc. (a) Subject If, due to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby), if any Change in Law: either (i) subjects any Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on the Overall Net Income introduction of such Lender or any change in or in the interpretation of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of law or regulation after the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement date hereof or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies the compliance with any guideline or holds applicable request from any reserve (including any marginal, emergency, supplemental, special central bank or other reserve)governmental authority (whether or not having the force of law) imposed or made or becoming effective after the date hereof, special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities there shall be any increase in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to such any Lender of agreeing to make Loans hereunder or of making, funding or maintaining Eurodollar Rate Advances (excluding, for purposes of this Section 2.08, any such increased costs resulting from (x) Taxes or Other Taxes (as to reduce which Section 2.10 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any amount received or receivable political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate such Lender for any such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.08(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous in any material respect to such Lender. Failure or reduction in amounts received or receivable hereunder, delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred more than 180 days prior to the date that such amounts are reasonably determinedLender notifies the Borrower of the event giving rise to such increased costs and of such Lender's intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. Such Lender shall deliver A certificate as to the amount of such increased cost, submitted to the Borrower (with a copy to Administrative Agent) a written statementby such Lender, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject If, due to either (i) the provisions introduction of Section 2.15 or any change in, or in the interpretation of, any law or regulation or (which shall be controlling ii) the need to comply with any guideline or request from any central bank or other Governmental Authority (whether or not having the force of law) adopted or made after the date of this Agreement (except, with respect to the matters covered thereby), if any Change in Law: both subclauses (i) subjects and (ii), any Lender (law, regulation, guideline or its applicable lending office) request addressed in Section 2.09), there shall be any increase in the cost to any additional Tax (other than (A) any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) with respect to this Agreement or any of the other Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance or similar requirement against assets held by, or deposits or other liabilities in or for the account of, or advances or loans by, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iii) imposes any other condition (other than with respect to a Tax matter) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; and the result of any of the foregoing is to increase the cost to Person controlling such Lender of agreeing to make Loans hereunder or making, funding or maintaining Advances, then the Borrower shall from time to reduce any amount received or receivable time, upon demand by such Lender (or its applicable lending office) with respect thereto; thena copy of such demand to the Administrative Agent), in any such case, the Borrower shall promptly pay to such Lender, upon receipt the Administrative Agent for the account of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary additional amounts sufficient to compensate such Lender for such increased cost; 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 different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such notice to state, in reasonable detail, the reasons therefor and the additional amounts required fully to compensate such Lender for such increased cost or reduction reduced amount; provided, however, that notice in respect of any additional amounts received or receivable hereunderpayable hereunder in respect of any Interest Period shall not be effective, provided that and no such additional amounts are reasonably determinedshall be payable hereunder in respect of such Interest Period, unless such notice is given not later than the 360th day following the Maturity Date. Such No such additional amounts shall be payable hereunder for increased costs incurred in respect of any period from 90 days after the date on which such Lender shall deliver becomes actually aware of such increased cost to the date on which such Lender delivers notice of such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower (with a copy to Administrative Agent) a written statementby such Lender, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon for all parties hereto purposes, absent manifest error.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change changes in Law: present or future applicable law (which term "applicable law," as used in this Agreement, includes statutes and rules and regulations thereunder and interpretations thereof by any competent court or by any governmental or other regulatory body or official charged with the administration or the interpretation thereof and requests, directives, instructions and notices at any time or from time to time heretofore or hereafter made upon or otherwise issued to the Bank by any central bank or other fiscal, monetary or other authority, whether or not having the force of law), including without limitation any change according to a prescribed schedule of increasing requirements, whether or not known or in effect as of the date hereof, shall (i) subjects any Lender (or its applicable lending office) subject the Bank to any additional Tax (other than (A) tax, levy, impost, duty, charge, fee, deduction or withholding of any Tax on the Overall Net Income of such Lender or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to amounts payable to such Lender pursuant to Section 2.15) nature with respect to this Agreement or the payment to the Bank of any amounts due to it hereunder, or (ii) materially change the basis of taxation of payments to the Bank of the other principal of or the interest on the Revolving Credit Advances (including Sterling Overdrafts) or the Term Loan Documents or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount amounts payable to the Bank hereunder; , or (iiiii) imposes, modifies impose or holds increase or render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of the Bank in respect of the transactions contemplated herein, or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on the Bank any other condition (other than or requirement with respect to a Tax matterthis Agreement or any Revolving Credit Advance (including Sterling Overdrafts) on or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; the Term Loan, and the result of any of the foregoing is (A) to increase the cost to such Lender the Bank of agreeing making, funding or maintaining all or any part of the Revolving Credit Advances (including Sterling Overdrafts) or Term Loan or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to the Bank hereunder, or (C) to require the Bank to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; the Bank from the Borrower hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall will upon demand made by the Bank promptly following the Bank's receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to the Bank such Lenderadditional amounts as will be sufficient to compensate the Bank for such additional cost, reduction, payment or foregone interest or other sum; provided that the foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from any taxes charged upon receipt or by reference to the overall net income, profits or gains of the statement referred to in the next sentence, such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may be necessary to compensate such Lender for any such increased cost or reduction in amounts received or receivable hereunder, provided that such amounts are reasonably determined. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating the additional amounts owed to such Lender under this Section 2.14, which statement shall be conclusive and binding upon all parties hereto absent manifest errorBank.

Increased Costs, Etc. (a) Subject Anything herein to the provisions of Section 2.15 (which shall be controlling with respect to the matters covered thereby)contrary notwithstanding, if any Change in Law: , including FATCA, shall (i) subjects any subject such Lender (or its applicable lending office) to any additional Tax (other than (A) any Tax on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves or other liabilities or capital attributable thereto, or (ii) change the Overall Net Income basis of taxation of payments to such Lender of the principal of or the interest on the Revolving Credit Advances or any of its Tax Related Persons, (B) any Taxes described in clauses (B) through (E) of the definition of Excluded Taxes and (C) Connection Income Taxes, and without duplication as to other amounts payable to such Lender pursuant to Section 2.15hereunder, or (iii) with respect to this Agreement impose or any of the other Loan Documents increase or any of its obligations hereunder or thereunder or any payments to such Lender (or its applicable lending office) of principal, interest, fees or any other amount payable hereunder; (ii) imposes, modifies or holds render applicable any reserve (including any marginal, emergency, supplemental, special or other reserve), special deposit, compulsory loan, FDIC insurance supplemental deposit or reserve or similar requirement requirements or assessment against assets held by, or deposits or other liabilities in or for the account of, or advances any liabilities of, or loans byby an office of such Lender in respect of the transactions contemplated herein (except any reserve requirement reflected in the LIBOR Lending Rate), or other credit extended by, or any other acquisition of funds by, any office of any Lender; or (iiiiv) imposes impose on such Lender any other condition (other than or requirement with respect to a Tax matter) on this Agreement or affecting any Lender’s (or its applicable lending office’s) obligations hereunder; Revolving Credit Advance, and the result of any of the foregoing is (A) to increase the cost to such Lender of agreeing making, funding or maintaining all or any part of the Revolving Credit Advances or its commitment hereunder, or (B) to reduce the amount of principal, interest or other amount payable to such Lender hereunder, or (C) to require such Lender to make Loans hereunder any payment or to reduce forego any interest or other sum payable hereunder, the amount of which payment or foregone interest or other sum is calculated by reference to the gross amount of any sum receivable or deemed received or receivable by such Lender (or its applicable lending office) with respect thereto; from the Borrowers hereunder, then, and in any each such casecase not otherwise provided for hereunder, the Borrower shall Borrowers will upon demand made by such Lender promptly following the Borrowers’ receipt of notice pertaining to such matters accompanied by calculations thereof in reasonable detail, pay to such Lender, upon receipt of the statement referred to in the next sentence, Lender such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its sole discretion shall determine) as may will be necessary sufficient to compensate such Lender for any such increased cost additional cost, reduction, payment or reduction in amounts received foregone interest or receivable hereunder, other sum; provided that such amounts are reasonably determinedthe foregoing provisions of this sentence shall not apply in the case of any additional cost, reduction, payment or foregone interest or other sum resulting from, and including, any Excluded Taxes. Such Lender shall deliver to the Borrower (with a copy to Administrative Agent) a written statement, setting forth in reasonable detail the basis for calculating In determining the additional amounts owed to payable hereunder, the Lenders may use any reasonable and non-discriminatory method of averaging, allocating or attributing such Lender under this Section 2.14additional costs, which statement shall be conclusive and binding upon all parties hereto absent manifest errorreductions, payments, foregone interest or other sums among their respective customers.