Common use of Increased Costs Clause in Contracts

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuerany Issuing Bank, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer any Issuing Bank or any L/C Participant any other conditions conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer such Issuing Bank or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer such Issuing Bank or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer such Issuing Bank or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer such Issuing Bank or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer no Issuing Bank or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer Issuing Bank or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or other Restricted Subsidiary))), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the no Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. The obligations of the Borrower under this Section 3.5 shall survive the payment in full of the Obligations and the termination of this Agreement.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Taxes, which shall be governed by Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes2.11(a)(ii)) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any Revolving L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any Revolving L/C Participant’s Revolving L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any Revolving L/C Participant any other conditions or liabilities affecting its obligations under this Agreement in respect of Letters of Credit or Revolving L/C Participations therein or any Letter of Credit or such Revolving L/C Participant’s Revolving L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such Revolving L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such Revolving L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Indemnified Taxes and Taxes indemnifiable under Section 5.4, (ii) net income taxes Taxes and franchise and excise taxes Taxes (imposed in lieu of net income taxesTaxes) imposed on any Agent Letter of Credit Issuer or Lender such Revolving L/C Participant or (iii) Taxes described included under clauses (bc) or through (cf) of the definition of “Excluded Taxes”) in respect of Letters of Credit or Revolving L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such Revolving L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such Revolving L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such Revolving L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the any Letter of Credit Issuer or an a Revolving L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a Revolving L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such Revolving L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Letter of Credit Issuer or Revolving L/C Participant shall demand compensation pursuant to this Section 3.5 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be be, (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower) and to the Canadian Administrative Agent with respect to Letters of Credit issued on account of the Canadian Borrower)), the Borrower or the Canadian Borrower, as applicable, shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower or the Canadian Borrower, as applicable, by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be be, (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative AgentAgent (with respect to Letters of Credit issued on account of the Borrower) and to the Canadian Administrative Agent with respect to Letters of Credit issued on account of the Canadian Borrower), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower or the Canadian Borrower, as applicable, absent clearly demonstrable error.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuerany Issuing Bank, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer any Issuing Bank or any L/C Participant any other conditions conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer such Issuing Bank or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer such Issuing Bank or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly (and in any event no later than fifteen (15) days) after receipt of written demand to the Borrower by the Letter of Credit Issuer such Issuing Bank or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer such Issuing Bank or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer no Issuing Bank or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer Issuing Bank or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, or (c) subject the Letter or Credit Issuer or any L/C Participant to any taxes (other than any (A) Taxes, (B) Other Taxes, (C) taxes excluded by Section 5.3(a)(i)(A) or 5.3(a)(i)(B), or (D) taxes excluded by Section 5.3(b)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any such Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or any L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reductionreduction (provided that the determination of such additional amount or amounts shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Letter of Credit Issuer (after consideration of such factors as such Lender then reasonably determines to be relevant)), it being understood and agreed, however, that the neither such Letter of Credit Issuer or an nor any L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant applicable Letter of Credit Issuer or an any L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. For purposes of this Section 3.5, and notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued or implemented.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation interpretation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, implementation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, or (c) subject the Letter or Credit Issuer or any L/C Participant to any taxes (other than any (A) Taxes, (B) Other Taxes, (C) taxes excluded by Section 5.3(a)(i)(A) or 5.3(a)(i)(B), or (D) taxes excluded by Section 5.3(b)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any such Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or any L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reductionreduction (provided that the determination of such additional amount or amounts shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Letter of Credit Issuer (after consideration of such factors as such Lender then reasonably determines to be relevant)), it being understood and agreed, however, that the neither such Letter of Credit Issuer or an nor any L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant applicable Letter of Credit Issuer or an any L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. For purposes of this Section 3.5, and notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued or implemented.

Increased Costs. If If, after the Original Closing Funding Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing DateFunding Date (except as otherwise set forth in the definition of Change in Law). A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation interpretation, implementation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation interpretation, implementation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, or (c) subject the Letter or Credit Issuer or any L/C Participant to any taxes (other than any (A) Taxes, (B) Other Taxes, (C) taxes excluded by Section 5.3(a)(i)(A) or 5.3(a)(i)(B), or (D) taxes excluded by Section 5.3(b)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any such Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or any L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reductionreduction (provided that the determination of such additional amount or amounts shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Letter of Credit Issuer (after consideration of such factors as such Lender then reasonably determines to be relevant)), it being understood and agreed, however, that the neither such Letter of Credit Issuer or an nor any L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant applicable Letter of Credit Issuer or an any L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. For purposes of this Section 3.5, and notwithstanding anything herein to the contrary, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued or implemented.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower Borrowers by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrowers (or Holdings or other Restricted Subsidiary))), the Borrower Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower Borrowers by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.46.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender Excluded Taxes or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower Representative by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the applicable Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reductionreduction relating to Letters of Credit issued for the account of such Borrower (or under which such Borrower is the primary obligor), it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing DateDate or to the extent such Letter of Credit Issuer or L/C Participant is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Borrowers hereunder) under comparable letter of credit facilities similar to the Letter of Credit Commitment. A certificate submitted to the Borrower Representative by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Indemnified Taxes and Other Taxes indemnifiable under Section 5.4, (ii) net income taxes 5.4 and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative AgentAgent (with respect to Letters of Credit issued on account of the Borrower)), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. It is understood that, to the extent duplicative of Section 5.4, this Section 3.5 shall not apply to Taxes. For the avoidance of doubt, this Section 3.5 shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the United States financial regulatory authorities (including regulations implementing the recommendations of the Bank for International Settlements), regardless of the date adopted, issued, promulgated or implemented.

Increased Costs. (a) If at any time after the Original Closing Date, the adoption introduction of or any change in any applicable law, rule or rule, regulation, order, guideline or any change therein, request or any change in the interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency Authority charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer any Issuing Lender or any L/C Participant with any request or directive made by the NAIC or adopted after the Original Closing Date by any such Governmental Authority (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuer, any Issuing Lender or participated in by any L/C Participant’s L/C Participation therein, or (bii) impose on the Letter of Credit Issuer any Issuing Lender or any L/C Participant any other conditions affecting its obligations under relating, directly or indirectly, to this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, Credit; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer any Issuing Lender or such any L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by any Issuing Lender or any L/C Participant hereunder or reduce the Letter rate of return on its capital with respect to the Letters of Credit Issuer (except for changes in the rate of tax on, or determined by reference to, the net income or net profits (or any franchise or similar tax imposed in lieu of a net income or net profits tax of such Issuing Lender or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4or, (ii) net income taxes and franchise and excise taxes (imposed in lieu the case of net income taxes) imposed on any Agent or an Issuing Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinParticipant that is a flow-through entity for tax purposes, then, promptly after receipt a member or a partner of written demand to the Borrower by the Letter of Credit Issuer such Issuing Lender or such L/C Participant, as pursuant to the case may be laws of the country or national jurisdiction (or any political subdivision thereof) in which it is organized or in which its principal office or applicable lending office is located), then, upon the delivery of the certificate referred to below to the Account Parties by any Issuing Lender or any L/C Participant (a copy of which notice certificate shall be sent by the Letter of Credit Issuer such Issuing Lender or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall such Account Party agrees to pay to the Letter of Credit Issuer such Issuing Lender or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer such Issuing Lender or such L/C Participant for such increased cost or reduction, it being understood and agreed, howeverreduction in the amount receivable or reduction on the rate of return on its capital; provided, that increased costs or reductions in the Letter of Credit Issuer amounts received or an L/C Participant receivable with respect to Taxes and Swiss Withholding Taxes shall not be entitled to such compensation as a result of such Person’s compliance with, or dealt with exclusively pursuant to Sections 5.04 and 5.05, respectively. Any Issuing Lender or any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as upon determining in good faith that any additional amounts will be payable pursuant to this Section 3.06, will give prompt written notice thereof to the case may be respective Account Party, which notice shall include a certificate submitted to such Account Party by such Issuing Lender or such L/C Participant (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Lender or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the determination calculation of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Issuing Lender or such L/C Participant as aforesaid shall Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower absent clearly demonstrable errorBorrowers.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuerany Issuing Bank, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer any Issuing Bank or any L/C Participant any other conditions conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer such Issuing Bank or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer such Issuing Bank or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer such Issuing Bank or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer such Issuing Bank or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer no Issuing Bank or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer Issuing Bank or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after any Change in Law shall either (x) impose, modify or deem applicable any reserve, deposit, capital adequacy, liquidity or similar requirement against any assets of, deposits with or for the Original Closing Date, the adoption of any applicable law, rule or regulationaccount of, or any change therein, credit extended or any change participated in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with Participant, including any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions conditions, costs or expense affecting this Agreement or its obligations under this Agreement hereunder in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the any Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit (or of maintaining its obligation to issue or participate in any Letter of Credit), or to reduce the actual amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under in clauses (b) or through (cd) of the definition of Excluded Taxes or (iii) Connection Income Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the Borrower (or any Subsidiary of the Borrower))), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 3.5 based on the occurrence of a Change in Law arising solely from (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer (in such Lender’s or Letter of Credit Issuer’s reasonable determination) is generally seeking compensation from other borrowers in the unsecured REIT loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers (but not necessarily all such borrowers) having provisions similar to this Section 3.5; provided that in no event shall any Lender or Letter of Credit Issuer be required to disclose information of other borrowers.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date Law shall (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation thereintherein (other than with respect to Taxes) or (z) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein other than (1) Indemnified Taxes, (2) Excluded Taxes or (3) Other Taxes) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. The obligations of the Borrower under this Section 3.5 shall survive the payment in full of the Obligations and the termination of this Agreement.

Increased Costs. If after the Original Closing Restatement Effective Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Restatement Effective Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Restatement Effective Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s 's L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s 's L/C Participation therein, ; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s 's compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) imposeIf any Regulatory Change (except with respect to Taxes which shall be governed by Section 7.3) (i) subjects any Affected Party to any charge or withholding on or with respect to any Support Agreement or this Indenture Supplement or the Base Indenture or an Affected Party’s obligations under a Support Agreement or this Indenture Supplement or the Base Indenture, modify or make on or with respect to the Class A Investor Notes, or changes the basis of taxation of payments to any Affected Party of any amounts payable under any Support Agreement or this Indenture Supplement or the Base Indenture (except for changes in the rate of tax on the overall net income of an Affected Party or Excluded Taxes) or (ii) imposes, modifies or deems applicable any reserve, depositassessment, capital adequacy fee, tax, insurance charge, special deposit or similar requirement against letters of credit issued by assets of, deposits with or for the Letter of Credit Issueraccount of, or any L/C Participant’s L/C Participation thereinliabilities of an Affected Party, or credit extended by an Affected Party pursuant to a Support Agreement or this Indenture Supplement or the Base Indenture or (biii) impose on the Letter of Credit Issuer or any L/C Participant imposes any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and condition the result of any of the foregoing which is to increase the cost to an Affected Party of performing its obligations under a Support Agreement or this Indenture Supplement or the Letter Base Indenture, or to reduce the rate of Credit Issuer return on an Affected Party’s capital as a consequence of its obligations under a Support Agreement or such L/C Participant of issuing, maintaining this Indenture Supplement or participating in any Letter of Creditthe Base Indenture, or to reduce the amount of any sum received or receivable by an Affected Party under a Support Agreement or this Indenture Supplement or the Letter Base Indenture, or to require any payment calculated by reference to the amount of Credit Issuer interests or such L/C Participant hereunder (other than any such increase loans held or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereininterest received by it, then, promptly after receipt of written upon demand by such Affected Party pursuant to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower))Section 7.6, the Borrower Issuer shall pay to the Letter of Credit Issuer such Affected Party, such amounts charged to such Affected Party or such L/C Participant amounts to otherwise compensate such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant Affected Party for such increased cost or such reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.The term “

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change a Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, therein or (b) impose on the Letter of Credit Issuer or any L/C Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Letter of Credit Participations therein or any Letter of Credit or such L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Letter of Credit Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Letter of Credit Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes described in clause (imposed in lieu A), (B) or (C) of net income taxesSection 5.4(a) imposed on any Agent or Lender or (iii) Taxes taxes described under clauses (b) or (c) of the definition of Excluded Taxesin Section 5.4(f)) in respect of Letters of Credit or L/C Letter of Credit Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Letter of Credit Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as Applicable Law that would have existed in effect on the Original Closing Dateevent that a Change in Law had not occurred. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 3.5 based on the occurrence of a Change in Law arising solely from (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer is generally seeking compensation from other borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.5.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Revolver Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or a Restricted Subsidiary))), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Revolver Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. The obligations of the Borrower under this Section 3.5 shall survive the payment in full of the Obligations and the termination of this Agreement.

Increased Costs. If after the Original Closing Date, the adoption of Third Restatement Effective Date any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital or liquidity adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Indemnified Taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent 5.4 or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change a Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, (b) subject any Letter of Credit Issuer to any Tax (other than (i) taxes indemnifiable under Section 5.4, (ii) Excluded Taxes or (biii) taxes described in Section 5.4(f)) in respect of Letters of Credit or Letter of Credit Participations therein or (c) impose on the Letter of Credit Issuer or any L/C Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of such Letter of Credit Issuer’s Letters of Credit (other than Taxes) or L/C Participations therein or any such Lender’s Letter of Credit or such L/C Participant’s L/C Participation thereinParticipations therein (other than Taxes), and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant Lender of issuing, maintaining or participating in any Letter of CreditCredit by an amount which such Letter of Credit Issuer or such Lender reasonably deems material, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant Lender hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Letter of Credit Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as Applicable Law that would have existed in effect on the Original Closing Dateevent that a Change in Law had not occurred. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 3.5 based on the occurrence of a Change in Law arising solely from (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer is generally seeking compensation from other borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.5.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date Law shall (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the Revolving Letter of Credit Issuer, or any Revolving L/C Participant’s Revolving L/C Participation therein, or (by) impose on the Revolving Letter of Credit Issuer or any Revolving L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Revolving Letters of Credit or Revolving L/C Participations therein or any Revolving Letter of Credit or such Revolving L/C Participant’s Revolving L/C Participation thereintherein (other than with respect to Taxes) or (z) impose on the Revolving Letter of Credit Issuer or any Revolving L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Revolving Letters of Credit or Revolving L/C Participations therein or any Revolving Letter of Credit or such Revolving L/C Participant’s Revolving L/C Participation therein (including any increased costs attributable to Taxes (other than (1) Indemnified Taxes, (2) Excluded Taxes or (3) Other Taxes) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), and the result of any of the foregoing is to increase the actual cost to the Revolving Letter of Credit Issuer or such Revolving L/C Participant of issuing, maintaining or participating in any Revolving Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Revolving Letter of Credit Issuer or such Revolving L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Revolving Letters of Credit or Revolving L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Revolving Letter of Credit Issuer or such Revolving L/C Participant, as the case may be (a copy of which notice shall be sent by the Revolving Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent (with respect to a Revolving Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the Revolving Letter of Credit Issuer or such Revolving L/C Participant such actual additional amount or amounts as will compensate the Revolving Letter of Credit Issuer or such Revolving L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Revolving Letter of Credit Issuer or an Revolving L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Revolving Letter of Credit Issuer or an Revolving L/C Participant, as the case may be (a copy of which certificate shall be sent by the Revolving Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Revolving Letter of Credit Issuer or such Revolving L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. The obligations of the Borrower under this Section 3.5 shall survive the payment in full of the Obligations and the termination of this Agreement.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, ; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any such Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or any L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that neither the Letter of Credit Issuer or an nor any L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an any L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. For purposes of this Section 3.5, and notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued or implemented.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, ; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be be, (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be be, (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s 's L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s 's L/C Participation therein, ; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s 's compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable indemnified under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender and, to the extent not duplicative, any Taxes imposed on any Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender or (iii) Taxes described included under clauses clause (b) or (c) of the definition of “Excluded Taxes”) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Parent Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Parent Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, therein or (b) impose on the Letter of Credit Issuer or any L/C Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Letter of Credit Participations therein or any Letter of Credit or such L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Letter of Credit Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Letter of Credit Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable indemnified under Section 5.4, (ii) net income taxes and franchise and excise taxes described in clause (imposed in lieu A), (B) or (C) of net income taxesSection 5.4(a) imposed on any Agent or Lender or (iii) Taxes taxes described under clauses in clause (b) or (cf) of the definition of Excluded TaxesSection 5.4) in respect of Letters of Credit or L/C Letter of Credit Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Letter of Credit Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as Applicable Law that would have existed in effect on the Original Closing Dateevent a Change in Law had not occurred. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, 5.4 or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If at any time after the Original Closing Datedate of this Agreement, the adoption introduction of or any change in any applicable law, rule or rule, regulation, order, guideline or any change therein, request or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency governmental authority charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer any Issuing Lender or any L/C Participant Participant, or any corporation controlling such Person, with any request or directive made or adopted issued after the Original Closing Date date of this Agreement by any such authority (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuerany Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant, or any L/C Participant’s L/C Participation thereincorporation controlling such Person, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under relating, directly or indirectly, to this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, Credit; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer any Issuing Lender or such L/C any Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the Letter rate of return on its capital with respect to Letters of Credit Issuer (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Issuing Lender or such L/C Participant hereunder (other than Participant, or any corporation controlling such increase Person, or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) any franchise tax based on the net income taxes and franchise and excise taxes (imposed in lieu or profits of net income taxes) imposed on any Agent or such Lender or (iii) Taxes described under clauses (b) Participant, or (c) any corporation controlling such Person, in either case pursuant to the laws of the definition United States of Excluded Taxes) America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of Letters of Credit or L/C Participations thereintaxes pursuant to Section 4.04(a), then, promptly after receipt of written upon demand to the Borrower by the Letter of Credit Issuer such Issuing Lender or such L/C Participant, as the case may be any Participant (a copy of which notice demand shall be sent by the Letter of Credit Issuer such Issuing Lender or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer such Issuing Lender or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant Lender for such increased cost or reductionreduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, it being understood and agreed, however, upon determining that the Letter of Credit Issuer or an L/C Participant shall not any additional amounts will be entitled to such compensation as a result of such Person’s compliance with, or payable pursuant to any request or directive this Section 2.05, will give prompt written notice thereof to comply withthe Borrower, any such law, rule or regulation as in effect on the Original Closing Date. A which notice shall include a certificate submitted to the Borrower by the relevant Letter of Credit Issuer such Issuing Lender or an L/C Participant, as the case may be such Participant (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Lender or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination calculation of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Issuing Lender or such L/C Participant as aforesaid shall Participant. The certificate required to be delivered pursuant to this Section 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower absent clearly demonstrable errorBorrower.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the such Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the such Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower or the Canadian Borrower, as applicable, by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter US Letters of Credit issued on account Credit) and to the Canadian Administrative Agent (with respect to Canadian Letters of the BorrowerCredit)), the Borrower or the Canadian Borrower, as applicable, shall pay to the such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the a Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower or the Canadian Borrower, as applicable, by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative AgentAgent (with respect to US Letters of Credit) and to the Canadian Administrative Agent (with respect to Canadian Letters of Credit), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower or the Canadian Borrower, as applicable, absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable indemnified under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender and, to the extent not duplicative, any Taxes imposed on any Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender or (iii) Taxes described included under clauses (bc) or and (cd) of the definition of “Excluded Taxes”) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Parent Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Parent Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error.

Increased Costs. (a) If after the Original Closing Dateany Purchaser Agent, any Purchaser, the adoption Agent, any Liquidity Bank, any other Program Support Provider or any of their respective Affiliates (each an “Affected Person”) determines that the existence of or compliance with (i) any applicable law, rule law or regulation, regulation or any change therein, therein or any change in the interpretation administration, interpretation, application or administration implementation thereof by any Governmental AuthorityAuthority or Official Body, in each case adopted, issued, taking effect or occurring after the date hereof or (ii) any request, rule, guideline or directive from any central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date other Official Body (whether or not having the force of law)) issued, occurring or first applied after the date of this Agreement (each, a “Regulatory Change”) (A) affects or would affect the amount of capital required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or based upon the existence of any such authoritycommitment to make purchases of or otherwise to maintain the investment in Pool Receivables related to this Agreement or any related liquidity facility or credit enhancement facility and other commitments of the same type, central bank or comparable agency shall either (aB) imposeimposes, modify modifies or make deems applicable any reserve, depositassessment, capital adequacy fee, tax, insurance charge, special deposit or similar requirement against letters of credit issued by assets of, deposits with or for the Letter of Credit Issueraccount of, or liabilities of any L/C Participant’s L/C Participation thereinAffected Person, or (b) impose on the Letter of Credit Issuer credit extended by an Affected Person pursuant to this Agreement or any L/C Participant any other conditions affecting its obligations under this Liquidity Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation thereinProgram Support Agreement, and the result of any of the foregoing which is to increase the cost to an Affected Person of performing its obligations under this Agreement or any Liquidity Agreement or Program Support Agreement, or to reduce the Letter rate of Credit Issuer return on an Affected Person’s capital or such L/C Participant assets as a consequence of issuing, maintaining its obligations under this Agreement or participating in any Letter of CreditLiquidity Agreement or Program Support Agreement, or to reduce the amount of any sum received or receivable by an Affected Person under this Agreement or any Liquidity Agreement or Program Support Agreement, or to require any payment calculated by reference to the Letter amount of Credit Issuer interests or such L/C Participant hereunder (other than loans held or interest received by it, under this Agreement or any such increase Liquidity Agreement or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinProgram Support Agreement, then, promptly after receipt of upon written demand by such Affected Person (with a copy to the Borrower by Agent and the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative applicable Purchaser Agent (with respect to Letter of Credit issued on account of the Borrowerif any)), the Borrower Seller shall immediately pay to the Letter Agent, for the account of Credit Issuer such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital, increase in costs or reduction in sum received or receivable to be allocable to the existence of any of such L/C Participant commitments or maintenance of its investment in the Pool Receivables and such additional amount Affected Person requires such compensation from substantially all similarly situated sellers, borrowers or amounts as other recipients of credit; provided that within 30 days of an Affected Person’s knowledge of any such circumstance and intent to seek indemnification therefor such Affected Person shall notify the Seller in writing of the same and whether such Affected Person will compensate request that the Letter of Credit Issuer or such L/C Participant Seller indemnify it for such increased cost or reduction, it being understood circumstance (and agreed, however, that the Letter of Credit Issuer or an L/C Participant Seller shall not be entitled obligated to such compensation as a result indemnify any Affected Person for any period in excess of 30 days prior to receipt of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datenotice). A certificate as to such amounts shall be submitted to the Borrower Seller, the Agent and the applicable Purchaser Agent (if any) by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid Affected Person and shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules and regulations promulgated thereunder or issued in connection therewith and (ii) all requests, rules, guidelines and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the Borrower absent clearly demonstrable errorUnited States or foreign regulatory authorities, shall in each case be deemed to have been introduced as of the date after the date hereof, thereby constituting a Regulatory Change hereunder, regardless of the date enacted, adopted or issued.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice 107 shall be sent by the Letter of Credit Issuer or such L/C Participant to the Revolver Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or a Restricted Subsidiary))), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Revolver Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. The obligations of the Borrower under this Section 3.5 shall survive the payment in full of the Obligations and the termination of this Agreement.

Increased Costs. If after the Original Closing Funding Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Funding Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the US Borrower or the UK Borrower, as the case may be, by the Letter of Credit Issuer or such L/C Participant, as the case may be be, (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the US Borrower or the UK Borrower, as the case may be, shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Funding Date. A certificate submitted to the US Borrower or the UK Borrower, as the case may be, by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be be, (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the US Borrower and the UK Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be be, (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), ) the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be be, (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative AgentAgent (with respect to Letters of Credit issued on account of the Borrower), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any Revolving L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any Revolving L/C Participant’s Revolving L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any Revolving L/C Participant any other conditions or liabilities affecting its obligations under this Agreement in respect of Letters of Credit or Revolving L/C Participations therein or any Letter of Credit or such Revolving L/C Participant’s Revolving L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such Revolving L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such Revolving L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under in clauses (bc) or and (cd) of the definition of “Excluded Taxes”) in respect of Letters of Credit or Revolving L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such Revolving L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such Revolving L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such Revolving L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the any Letter of Credit Issuer or an a Revolving L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a Revolving L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such Revolving L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date Law shall (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation thereintherein (other than with respect to Taxes) or (z) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein (other than Indemnified Taxes or Excluded Taxes) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A At the Borrower’s reasonable request, a certificate shall be submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid aforesaid, which certificate shall be conclusive and binding on the Borrower absent clearly demonstrable error. The obligations of the Borrower under this Section 3.5 shall survive the payment in full of the Obligations and the termination of this Agreement.

Increased Costs. If If, after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Letter of Credit Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Letter of Credit Participations therein or any Letter of Credit or such L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Letter of Credit Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Letter of Credit Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Letter of Credit Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Letter of Credit Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, Indemnified Taxes or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or Credit, L/C Participations thereintherein or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing DateDate (except as otherwise set forth in the definition of Change in Law). A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing DateDate (except as otherwise set forth in the definition of Change in Law). A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after The Borrower shall pay to the Original Closing Date, Primary Liquidity Provider from time to time such amounts as may be necessary to compensate the adoption of Primary Liquidity Provider for any applicable law, rule increased costs incurred by the Primary Liquidity Provider which are attributable to its making or regulationmaintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Primary Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (such increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change thereinafter the date of this Agreement in U.S. federal, state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to a class of banks including the Primary Liquidity Provider under any U.S. federal, state, municipal, or any change in the interpretation foreign laws or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date regulations (whether or not having the force of law), ) by any such authoritycourt, central bank or comparable agency shall either monetary authority charged with the interpretation or administration thereof (aa "REGULATORY CHANGE"), which: (1) impose, modify or make applicable changes the basis of taxation of any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by amounts payable to the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations Primary Liquidity Provider under this Agreement in respect of Letters any such Advances or such obligation (other than Excluded Taxes); or (2) imposes or modifies any reserve, special deposit, compulsory loan or similar requirements relating to any extensions of Credit credit or L/C Participations therein other assets of, or any Letter of Credit deposits with other liabilities of, the Primary Liquidity Provider (including any such Advances or such L/C Participant’s L/C Participation therein, obligation or any deposits referred to in the definition of LIBOR Rate or related definitions). The Primary Liquidity Provider agrees to use reasonable efforts (consistent with applicable legal and regulatory restrictions) to change the result jurisdiction of any of its Facility Office if making such change would avoid the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Creditneed for, or to reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Primary Liquidity Provider, be otherwise disadvantageous to the Primary Liquidity Provider. The Primary Liquidity Provider will notify the Borrower of any sum received event occurring after the date of this Agreement that will entitle the Primary Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after it obtains knowledge thereof and determines to request such compensation, which notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Primary Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) it in respect of Letters Advances, and of Credit or L/C Participations thereinthe additional amounts required to compensate the Primary Liquidity Provider in respect of any Additional Costs, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account prima facie evidence of the Borrower))amount owed under this Section. Notwithstanding the preceding two paragraphs, the Borrower shall pay to Primary Liquidity Provider and the Letter Subordination Agent agree that any permitted assignee or participant of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant initial Primary Liquidity Provider which is not a bank shall not be entitled to such compensation as a result the benefits of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to preceding two paragraphs (but without limiting the Borrower by the relevant Letter provisions of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative AgentSection 7.08 hereof), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any the Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the any Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower Company by the Letter of Credit Issuer or such L/C Participant, as the case may be be, (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Asian Administrative Agent (with respect to Letter of Credit issued on account of the any Borrower)), ) the Borrower applicable Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower Company by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Asian Administrative AgentAgent (with respect to Letters of Credit issued on account of any Borrower)), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) Non-Excluded Taxes covered by Section 5.4 and taxes indemnifiable under Section 5.4, (ii) imposed on the overall net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition Letter of Excluded TaxesCredit Issuer or such L/C Participant) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be be, (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be be, (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower Borrowers by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower Borrowers, jointly and severally, shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower Borrowers by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be be, (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error. Notwithstanding anything to the contrary contained herein, (I) in the case of any increased costs attributable to Taxes, this Section 3.5 shall apply to only to the extent such increased costs resulted from a change in Requirement of Law after the date such Lender becomes a party hereto, except to the extent such Lender’s assignor, if any, was entitled to compensation for such increased costs immediately prior to such assignment and (ii) this Section 3.5 shall not apply to any increased costs attributable to (W) any Taxes that are grossed-up or indemnified pursuant to Section 5.4, (X) any Taxes that are described in clause (ii) of the definition of the Excluded Taxes, (Y) any Other Connection Taxes that are imposed on or measured by net income or profits (or franchise or similar taxes imposed in lieu thereof) and (Z) any Other Connection Assignment Taxes as defined in Section 5.4(b).

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Change in Law shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, 5.4 or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date (provided that, for purposes of this Section 3.5, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines, requirements or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities pursuant to Basel III, shall in each case described in clauses (x) and (y) above be deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted, issued or implemented). A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If If, after the Original Closing Amendment No. 2 Effective Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date Law shall (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the 2020 Letter of Credit Issuer, or any 2020 L/C Participant’s 2020 L/C Participation therein, or (by) impose on the 2020 Letter of Credit Issuer or any 2020 L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of 2020 Letters of Credit or 2020 L/C Participations therein or any 2020 Letter of Credit or such 2020 L/C Participant’s 2020 L/C Participation thereintherein (other than with respect to Taxes) or (z) impose on the 2020 Letter of Credit Issuer or any 2020 L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of 2020 Letters of Credit or 2020 L/C Participations therein or any 2020 Letter of Credit or such 2020 L/C Participant’s 2020 L/C Participation therein (including any increased costs attributable to Taxes (other than (1) Indemnified Taxes, (2) Excluded Taxes or (3) Other Taxes) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), and the result of any of the foregoing is to increase the actual cost to the 2020 Letter of Credit Issuer or such 2020 L/C Participant of issuing, maintaining or participating in any 2020 Letter of Credit, or to reduce the actual amount of any sum received or receivable by the 2020 Letter of Credit Issuer or such 2020 L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of 2020 Letters of Credit or 2020 L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the 2020 Letter of Credit Issuer or such 2020 L/C Participant, as the case may be (a copy of which notice shall be sent by the 2020 Letter of Credit Issuer or such 2020 L/C Participant to the Administrative Agent (with respect to a 2020 Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the 2020 Letter of Credit Issuer or such 2020 L/C Participant such actual additional amount or amounts as will compensate the 2020 Letter of Credit Issuer or such 2020 L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the 2020 Letter of Credit Issuer or an 2020 L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing DateAmendment No. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.2

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, ; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any such Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or any L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that neither the Letter of Credit Issuer or an nor any L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an any L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Restatement Effective Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Restatement Effective Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the Borrowera Borrower (or Holdings or other Restricted Subsidiary))), the such Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Restatement Effective Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. The obligations of the Borrower under this Section 3.5 shall survive the payment in full of the Obligations and the termination of this Agreement.

Increased Costs. If after the Original Closing Effective Date, any Letter of --------------- Credit Issuer or any Participant determines that the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the such Letter of Credit Issuer, Issuer or any L/C such Participant’s L/C Participation 's participation therein, or (bii) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit or such L/C Participant’s L/C Participation 's participation therein, ; and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder or reduce the rate of return on its capital (other than any such increase increased costs or reduction attributable in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or any similar charges) with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter Agent), accompanied by the certificate described in the last sentence of Credit issued on account of the Borrower))this Section 2.05, the Borrower shall agrees, subject to the provisions of Section 13.18 (to the extent applicable), to pay to the such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the . Any Letter of Credit Issuer or an L/C Participant shall not any Participant, upon determining that any additional amounts will be entitled to such compensation as a result of such Person’s compliance with, or payable pursuant to any request or directive this Section 2.05, will give prompt written notice thereof to comply withthe Borrower, any such law, rule or regulation as in effect on the Original Closing Date. A which notice shall include a certificate submitted to the Borrower by the relevant such Letter of Credit Issuer or an L/C such Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid and such certificate, if delivered in good faith, shall be final and conclusive and binding on the Borrower absent clearly demonstrable manifest error, although the failure to deliver any such certificate shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of such certificate.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer Issuing Bank or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit IssuerIssuing Bank, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer Issuing Bank or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer Issuing Bank or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer Issuing Bank or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the applicable Borrower by the Letter of Credit Issuer Issuing Bank or such L/C Participant, as the case may be be, (a copy of which notice shall be sent by the Letter of Credit Issuer Issuing Bank or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the such Borrower shall pay to the Letter of Credit Issuer Issuing Bank or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer Issuing Bank or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer Issuing Bank or an a L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the applicable Borrower by the relevant Letter of Credit Issuer Issuing Bank or an a L/C Participant, as the case may be be, (a copy of which certificate shall be sent by the Letter of Credit Issuer Issuing Bank or such L/C Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer Issuing Bank or such L/C Participant as aforesaid shall be conclusive and binding on the such Borrower absent clearly demonstrable error.

Increased Costs. If after any Change in Law shall either (x) impose, modify or deem applicable any reserve, deposit, capital adequacy, liquidity or similar requirement against any assets of, deposits with or for the Original Closing Date, the adoption of any applicable law, rule or regulationaccount of, or any change therein, credit extended or any change participated in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with Participant, including any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions conditions, costs or expense affecting this Agreement or its obligations under this Agreement hereunder in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the any Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit (or of maintaining its obligation to issue or participate in any Letter of Credit), or to reduce the actual amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under in clauses (b) or through (cd) of the definition of Excluded Taxes or (iii) Connection Income Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Parent Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the Parent Borrower (or any Subsidiary of the Parent Borrower))), the Parent Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Parent Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Parent Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 3.5 based on the occurrence of a Change in Law arising solely from (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer (in such Lender’s or Letter of Credit Issuer’s reasonable determination) is generally seeking compensation from other borrowers in the unsecured REIT loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers (but not necessarily all such borrowers) having provisions similar to this Section 3.5; provided that in no event shall any Lender or Letter of Credit Issuer be required to disclose information of other borrowers.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, 5.4 or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Effective Date, the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change thereintherein after the Effective Date, or any change adopted or effective after the Effective Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant Lender with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation thereinparticipated in by such Lender, or (bii) impose on the Letter of Credit Issuer or any L/C Participant such Lender any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, Credit; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant Lender of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder or reduce the Letter rate of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable return on its capital with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the applicable Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be Lender (with a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant Lender such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant Lender for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant . The preceding sentence shall not be entitled apply to such compensation as increased costs with respect to taxes imposed on or measured by the net income or net profits of a result Lender pursuant to the laws of the jurisdiction in which it is organized or the jurisdiction in which the principal office or applicable lending office of such Person’s compliance with, Lender is located or any subdivision thereof or therein or with respect to Taxes to the extent that a Lender received additional amounts (or otherwise was indemnified) for such Taxes pursuant to any request Section 4.04 (or directive would have received additional amounts pursuant to Section 4.04(a) but for a failure to comply with, any such law, rule with Section 4.04(b) or regulation as in effect on the Original Closing DateSection 4.04(c)). A certificate submitted to the applicable Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be such Lender (with a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant Lender as aforesaid shall be final and conclusive and binding on the applicable Borrower absent clearly demonstrable manifest error, although the failure to deliver any such certificate shall not release or diminish the Borrowers’ obligations to pay additional amounts pursuant to this Section 2.06 upon subsequent receipt of such certificate. The Borrowers shall not be obligated to pay any additional amounts arising pursuant to this Section 2.06 that are attributable to the Excluded Period with respect to such additional amount; provided, that if an applicable law, rule, regulation, guideline or request shall be adopted or made on any date and shall be applicable to the period prior to the date on which such law, rule, regulation, guideline or request is adopted or made, the limitation on each Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such period.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (iI) taxes indemnifiable under Section 5.4Indemnified Taxes, (II) Taxes described in clauses (ii) net income taxes and franchise and excise taxes through (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (civ) of the definition of Excluded Taxes, (III) Connection Income Taxes or (IV) Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing DateDate or to the extent the Letter of Credit Issuer or L/C Participant is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Borrower hereunder) under comparable letter of credit facilities similar to the Letter of Credit Commitment. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable manifest error. The Borrower shall promptly pay such Letter of Credit Issuer or an L/C Participant, as the case may be, the amount shown as due on any such certificate after receipt thereof. This Section 3.5 is subject to the requirements set forth in Section 2.13.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable indemnified under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described included under clauses (bc), (d) or and (ce) of the definition of “Excluded Taxes”) in respect of Letters of Credit or L/C Participations therein, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Effective Date, any Issuing Lender or any L/C Participant determines in good faith that the adoption or effectiveness after the Effective Date of any applicable law, rule or regulation, order, guideline or request or any change therein, or any change after the Effective Date in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer any Issuing Lender or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuer, such Issuing Lender or any such L/C Participant’s L/C Participation 's participation therein, or (bii) impose on the Letter of Credit Issuer any Issuing Lender or any L/C Participant any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit or such L/C Participant’s L/C Participation 's participation therein, ; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer such Issuing Lender or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer such Issuing Lender or such L/C Participant hereunder (other than any such increase or reduction attributable reduce the rate of return on its capital with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the U.S. Borrower or the Bermuda Borrower, as the case may be, by the Letter of Credit Issuer such Issuing Lender or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the Letter of Credit Issuer such Issuing Lender or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), accompanied by the certificate described in the last sentence of this Section 2A.06, the U.S. Borrower or the Bermuda Borrower, as the case may be, shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer Issuing Lender or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the relevant Borrower by the relevant Letter of Credit Issuer such Issuing Lender or an such L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Lender or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Issuing Lender or such L/C Participant as aforesaid shall be final and conclusive and binding on the such Borrower absent clearly demonstrable manifest error, although the failure to deliver any such certificate shall not release or diminish such Borrower's obligations to pay additional amounts pursuant to this Section 2A.06 upon subsequent receipt of such certificate.

Increased Costs. If after the Original Closing Effective Date, the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change thereintherein after the Effective Date, or any change adopted or effective after the Effective Date in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer any Tranche 2 Lender or any L/C Participant Issuing Lender with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by or participated in by such Tranche 2 Lender or such Issuing Lender, as the Letter of Credit Issuer, or any L/C Participant’s L/C Participation thereincase may be, or (bii) impose on such Tranche 2 Lender or such Issuing Lender, as the Letter of Credit Issuer or any L/C Participant case may be, any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Tranche 2 Letter of Credit or such L/C Participant’s L/C Participation therein, Credit; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer such Tranche 2 Lender or such L/C Participant Issuing Lender, as the case may be, of issuing, maintaining or participating in any Tranche 2 Letter of Credit, or to reduce the amount of any sum received or receivable by it hereunder or reduce the Letter rate of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable return on its capital with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Tranche 2 Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the respective Designated Subsidiary Borrower by the Letter of Credit Issuer such Tranche 2 Lender or such L/C ParticipantIssuing Lender, as the case may be (with a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the such Designated Subsidiary Borrower shall agrees to pay to the Letter of Credit Issuer such Tranche 2 Lender or such L/C Participant Issuing Lender, as the case may be, such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant it for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the respective Designated Subsidiary Borrower by the relevant Letter of Credit Issuer such Tranche 2 Lender or an L/C Participantsuch Issuing Lender, as the case may be (with a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Tranche 2 Lender or such L/C Participant Issuing Lender, as the case may be, as aforesaid shall be final and conclusive and binding on the such Designated Subsidiary Borrower absent clearly demonstrable manifest error, although the failure to deliver any such certificate shall not release or diminish any Designated Subsidiary Borrower’s obligations to pay additional amounts pursuant to this Section 2B.04 upon subsequent receipt of such certificate.

Increased Costs. If If, after the Original Closing Effective Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuerany Issuing Bank, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer any Issuing Bank or any L/C Participant any other conditions conditions, costs or expenses affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer such Issuing Bank or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer such Issuing Bank or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly (and in any event no later than 15 days) after receipt of written demand to the Borrower by the Letter of Credit Issuer such Issuing Bank or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer such Issuing Bank or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer no Issuing Bank or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Requirement of Law as in effect on the Original Closing Effective Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer Issuing Bank or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, 5.4 or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the applicable Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the such Borrower)), the such Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the applicable Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the such Borrower absent clearly demonstrable error.

Increased Costs. If the Issuing Bank or any Participant --------------- determines that after the Original Closing Date, Effective Date the adoption or effectiveness of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer Issuing Bank or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuer, such Issuing Bank or any L/C such Participant’s L/C Participation 's participation therein, or (bii) impose on the Letter of Credit Issuer Issuing Bank or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit Credit, or such L/C Participant’s L/C Participation 's participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer Issuing Bank or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer Issuing Bank or such L/C any Participant hereunder (other than any such increase or reduction attributable with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit (except for changes in the rate of tax on, or L/C Participations determined by reference to, the net income or profits of the Issuing Bank or such Participant pursuant to the laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), then, promptly after receipt of written upon demand to the Borrower Borrowers by the Letter of Credit Issuer Issuing Bank or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the Letter of Credit Issuer Issuing Bank or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall Borrowers jointly and severally agree to pay to the Letter of Credit Issuer Issuing Bank or such L/C Participant Participant, as the case may be, such additional amount or amounts as will compensate the Letter of Credit Issuer Issuing Bank or such L/C Participant Participant, as the case may be, for such increased cost or reduction. In determining such additional amounts, it being understood the Issuing Bank and agreedeach Participant will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, however, provided that the Letter Issuing Bank's or -------- such Participant's, as the case may be, determination of Credit Issuer compensation owing under this Section 2.05 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Issuing Bank or an L/C Participant any Participant, upon determining that any additional amounts are payable to it pursuant to this Section 2.05, will give prompt written notice thereof, setting forth the basis of the calculation of such amounts, although the failure to give any such notice shall not be entitled release or diminish the Borrowers' obligations to such compensation as a result pay additional amounts pursuant to this Section 2.05 upon receipt of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datecertificate. A The certificate submitted to the Borrower Borrowers by the relevant Letter of Credit Issuer Issuing Bank or an L/C such Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer Issuing Bank or such L/C Participant to the Administrative Agent), setting shall set forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer Issuing Bank or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable errorprovided above in this Section 2.05.

Increased Costs. If If, after the Original Closing Amendment No. 2 Effective Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date Law shall (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the 2020 Letter of Credit Issuer, or any 2020 L/C Participant’s 2020 L/C Participation therein, or (by) impose on the 2020 Letter of Credit Issuer or any 2020 L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of 2020 Letters of Credit or 2020 L/C Participations therein or any 2020 Letter of Credit or such 2020 L/C Participant’s 2020 L/C Participation thereintherein (other than with respect to Taxes) or (z) impose on the 2020 Letter of Credit Issuer or any 2020 L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of 2020 Letters of Credit or 2020 L/C Participations therein or any 2020 Letter of Credit or such 2020 L/C Participant’s 2020 L/C Participation therein (including any increased costs attributable to Taxes (other than (1) Indemnified Taxes, (2) Excluded Taxes or (3) Other Taxes) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto), and the result of any of the foregoing is to increase the actual cost to the 2020 Letter of Credit Issuer or such 2020 L/C Participant of issuing, maintaining or participating in any 2020 Letter of Credit, or to reduce the actual amount of any sum received or receivable by the 2020 Letter of Credit Issuer or such 2020 L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of 2020 Letters of Credit or 2020 L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the 2020 Letter of Credit Issuer or such 2020 L/C Participant, as the case may be (a copy of which notice shall be sent by the 2020 Letter of Credit Issuer or such 2020 L/C Participant to the Administrative Agent (with respect to a 2020 Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the 2020 Letter of Credit Issuer or such 2020 L/C Participant such actual additional amount or amounts as will compensate the 2020 Letter of Credit Issuer or such 2020 L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.understood

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, or (c) subject the Letter or Credit Issuer or any L/C Participant to any taxes (other than any (A) Taxes, (B) Other Taxes, (C) taxes excluded by Section 5.3(a)(i) or 5.3(a)(ii), or (D) taxes excluded by Section 5.3(b)) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto); and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any such Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or any L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reductionreduction (provided that the determination of such additional amount or amounts shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Letter of Credit Issuer (after consideration of such factors as such Lender then reasonably determines to be relevant)), it being understood and agreed, however, that neither the Letter of Credit Issuer or an nor any L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an any L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. For purposes of this Section 3.5, and notwithstanding anything herein to the contrary, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, requirements, guidelines and directives thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case shall be deemed to have been enacted, adopted and issued after the date hereof, regardless of the date enacted, adopted, issued or implemented.

Increased Costs. If after the Original Closing Second Restatement Effective Date, any Letter of Credit Issuer or any Participant determines that the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the such Letter of Credit Issuer, Issuer or any L/C such Participant’s L/C Participation therein's participation therein (except as contemplated by Section 4.04), or (bii) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit or such L/C Participant’s L/C Participation 's participation therein, ; and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable reduce the rate of return on its capital with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth accompanied by the certificate described in reasonable detail the basis for the determination last sentence of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on this Section 2.05, the Borrower absent clearly demonstrable error.agrees, subject to the provisions of Section

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change a Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of credit issued by the a Letter of Credit Issuer, or any L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, or (b) subject any Letter of Credit Issuer to any Tax (other than (i) Taxes indemnifiable under Section 5.4 and (ii) Excluded Taxes) in respect of Letters of Credit or Letter of Credit Participations therein or (c) impose on the such Letter of Credit Issuer or any L/C Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of such Letter of Credit Issuer’s Letters of Credit (other than Taxes) or L/C Participations therein or any such Xxxxxx’s Letter of Credit or such L/C Participant’s L/C Participation thereinParticipations therein (other than Taxes), and the result of any of the foregoing is to increase the cost to the applicable Letter of Credit Issuer or such L/C Participant Lender of issuing, maintaining or participating in any Letter of CreditCredit by an amount which such Letter of Credit Issuer or such Lender reasonably deems material, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant Lender hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Letter of Credit Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that the a Letter of Credit Issuer or an L/C a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as Applicable Law that would have existed in effect on the Original Closing Dateevent that a Change in Law had not occurred. A certificate submitted to the Borrower by the relevant such Letter of Credit Issuer or an L/C a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek -141- #96562806v11

Increased Costs. If any Issuing Bank or any Participant determines that after the Original Closing Date, Initial Borrowing Date the adoption or effectiveness of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer Issuing Bank or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuer, such Issuing Bank or any L/C such Participant’s L/C Participation 's participation therein, or (bii) impose on the Letter of Credit Issuer any Issuing Bank or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit Credit, or such L/C Participant’s L/C Participation 's participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer such Issuing Bank or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer any Issuing Bank or such L/C any Participant hereunder (other than any such increase or reduction attributable with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit (except for changes in the rate of tax on, or L/C Participations determined by reference to, the net income or profits of such Issuing Bank or such Participant pursuant to the laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein, ) or reduce the rate of return on its capital with respect to Letters of Credit then, promptly after receipt of written upon demand to the applicable Borrower by the Letter of Credit Issuer such Issuing Bank or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent Agent), GWR (with respect to or, in the case of any Letter of Credit issued on account of the Borrower))Credit, the Borrower applicable Borrower) shall pay to the Letter of Credit Issuer such Issuing Bank or such L/C Participant Participant, as the case may be, without duplication of any amounts due under Section 1.10(c) hereof, such additional amount or amounts as will compensate the Letter of Credit Issuer such Issuing Bank or such L/C Participant Participant, as the case may be, for such increased cost or reductionreduction in the amount receivable or reduction on the rate of return on its capital. In determining such additional amounts, each Issuing Bank and each Participant will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Issuing Bank's or such Participant's, as the case may be, determination of compensation owing under this Section 2.05 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Any Issuing Bank or any Participant, upon determining that any additional amounts are payable to it being understood and agreedpursuant to this Section 2.05, howeverwill give prompt written notice thereof, that setting forth in reasonable detail the basis of the calculation of such amounts, although the failure to give any such notice shall not release or diminish GWR's (or, in the case of any Letter of Credit Issuer or an L/C Participant shall not be entitled Credit, the applicable Borrower's) obligations to such compensation as a result pay additional amounts pursuant to this Section 2.05 upon receipt of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datecertificate. A The certificate submitted to GWR (or, in the Borrower by the relevant case of any Letter of Credit Issuer Credit, the applicable Borrower) by such Issuing Bank or an L/C such Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Bank or such L/C Participant to the Administrative Agent), setting shall set forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer Issuing Bank or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable errorprovided above in this Section 2.05.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the applicable Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the Borrowera Borrower (other Restricted Subsidiary))), the applicable Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the applicable Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the applicable Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change a Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of credit issued by the a Letter of Credit Issuer, or any L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, or (b) subject any Letter of Credit Issuer to any Tax (other than (i) Taxes indemnifiable under Section 5.4 and (ii) Excluded Taxes) in respect of Letters of Credit or Letter of Credit Participations therein or (c) impose on the such Letter of Credit Issuer or any L/C Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of such Letter of Credit Issuer’s Letters of Credit (other than Taxes) or L/C Participations therein or any such Xxxxxx’s Letter of Credit or such L/C Participant’s L/C Participation thereinParticipations therein (other than Taxes), and the result of any of the foregoing is to increase the cost to the applicable Letter of Credit Issuer or such L/C Participant Lender of issuing, maintaining or participating in any Letter of CreditCredit by an amount which such Letter of Credit Issuer or such Lender reasonably deems material, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant Lender hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Letter of Credit Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that the a Letter of Credit Issuer or an L/C a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as Applicable Law that would have existed in effect on the Original Closing Dateevent that a Change in Law had not occurred. A certificate submitted to the Borrower by the relevant such Letter of Credit Issuer or an L/C a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.. Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 3.5 based on the occurrence of a Change in Law arising solely from (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer is generally seeking compensation from other borrowers in the U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.5. 3.6

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the such Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the such Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, 5.4 or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the such Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any Revolving L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any 141 reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any Revolving L/C Participant’s Revolving L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any Revolving L/C Participant any other conditions or liabilities affecting its obligations under this Agreement in respect of Letters of Credit or Revolving L/C Participations therein or any Letter of Credit or such Revolving L/C Participant’s Revolving L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such Revolving L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such Revolving L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Indemnified Taxes and Taxes indemnifiable under Section 5.4, (ii) net income taxes Taxes and franchise and excise taxes Taxes (imposed in lieu of net income taxesTaxes) imposed on any Agent Letter of Credit Issuer or Lender such Revolving L/C Participant or (iii) Taxes described included under clauses (bc) or through (cf) of the definition of “Excluded Taxes”) in respect of Letters of Credit or Revolving L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such Revolving L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such Revolving L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such Revolving L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the any Letter of Credit Issuer or an a Revolving L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a Revolving L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such Revolving L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Letter of Credit Issuer or Revolving L/C Participant shall demand compensation pursuant to this Section 3.5 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the a Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the a Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) and branch profits taxes, imposed on any Agent or Lender and, to the extent not duplicative, any Taxes imposed on any Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender or (iii) Taxes described included under clauses (b) or c), (cd), and (e) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the applicable Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the affected Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the applicable Borrower shall pay to the affected Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the affected Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted. A certificate submitted to the applicable Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the applicable Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the any Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.4, 5.4 or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the no Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the a Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the a Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C 133 Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) and branch profits taxes, imposed on any Agent or Lender and, to the extent not duplicative, any Taxes imposed on any Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender or (iii) Taxes described included under clauses (b) or c), (cd), and (e) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the applicable Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the affected Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the applicable Borrower shall pay to the affected Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the affected Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datedate hereof. Notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date hereof, regardless of the date enacted or adopted. A certificate submitted to the applicable Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the applicable Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Datedate hereof, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date date hereof (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, liquidity, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable indemnified under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender and, to the extent not duplicative, any Taxes imposed on any Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender or (iii) Taxes described included under clauses (bc) or through (ce) of the definition of “Excluded Taxes”) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Parent Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. date hereof A certificate submitted to the Parent Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error. For purposes of this Section 3.5, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, the Basel Committee on Banking Supervision (or any successor or similar authority), the Bank for International Settlements and all rules, regulations, orders, requests, guidelines or directives in connection therewith are deemed to have been enacted and become effective after the date of this Agreement; provided, that, protection for increased costs imposed as a result of rules enacted or promulgated under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act after the Closing Date shall be included solely for such costs that would have been included if they had been otherwise imposed hereunder and only to the extent the applicable Lender is imposing such charges on other similarly situated borrowers under syndicated credit facilities entered into after the enactment of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit 106 Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Amendment No. 1 Effective Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital or liquidity adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Indemnified Taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent 5.4 or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Parent Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Parent Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error.

Increased Costs. If at any time after the Original Closing Datedate any Issuing Bank or any Letter of Credit Participant becomes a party to this Agreement, the adoption introduction or announcement of or any change in any applicable law, rule or rule, regulation, order, guideline or any change therein, request or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency governmental authority charged with the interpretation or administration thereof, or actual compliance by the such Issuing Bank or such Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date by any such authority (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the such Issuing Bank or participated in by such Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (bii) impose on the such Issuing Bank or such Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under relating, directly or indirectly, to this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit or such L/C Letter of Credit Participant’s L/C Participation 's participation therein, ; and the result of any of the foregoing is to increase the cost to the such Issuing Bank or such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Issuing Bank or such Letter of Credit Issuer Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Issuing Bank or such L/C Participant hereunder (other than Letter of Credit Participant, or any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) franchise tax based on the net income taxes and franchise and excise taxes (imposed or profits of such Issuing Bank or Letter of Credit Participant, in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) either case pursuant to the laws of the definition United States of Excluded Taxes) America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without duplication of any amounts payable in respect of Letters of Credit or L/C Participations thereinTaxes pursuant to Section 4.04(a), then, promptly after receipt of written upon demand to the Borrower by the such Issuing Bank or such Letter of Credit Issuer or such L/C Participant, as the case may be Participant (a copy of which notice demand shall be sent by the such Issuing Bank or such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Issuing Bank or such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Issuing Bank or such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Bank or any Letter of Credit Issuer or an L/C Participant shall not Participant, upon determining that any additional amounts will be entitled to such compensation as a result of such Person’s compliance with, or payable pursuant to any request or directive this Section 2.05, will give prompt written notice thereof to comply withthe Borrower, any such law, rule or regulation as in effect on the Original Closing Date. A which notice shall include a certificate submitted to the Borrower by the relevant such Issuing Bank or such Letter of Credit Issuer or an L/C Participant, as the case may be Participant (a copy of which certificate shall be sent by the such Issuing Bank or such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the determination calculation of such additional amount or amounts necessary to compensate the such Issuing Bank or such Letter of Credit Issuer Participant. In determining such additional amounts, such Issuing Bank or Letter of Credit Participant will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that any such L/C determination by such Issuing Bank or Letter of Credit Participant as aforesaid shall pursuant to this Section 2.05 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The certificate required to be delivered pursuant to this Section 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower absent clearly demonstrable errorBorrower, although the failure to deliver any such certificate shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of such certificate.

Increased Costs. If If, after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Letter of Credit Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Letter of Credit Participations therein or any Letter of Credit or such L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Letter of Credit Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Letter of Credit Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Letter of Credit Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the Letter of Credit Issuer or such L/C Letter of Credit Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any Revolving L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, compulsory loan, insurance charge, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any Revolving L/C Participant’s Revolving L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any Revolving L/C Participant any other conditions or liabilities affecting its obligations under this Agreement in respect of Letters of Credit or Revolving L/C Participations therein or any Letter of Credit or such Revolving L/C Participant’s Revolving L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such Revolving L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such Revolving L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Indemnified Taxes and Taxes indemnifiable under Section 5.4, or (ii) net income taxes Taxes and franchise and excise taxes Taxes (imposed in lieu of net income taxesTaxes) imposed on any Agent Letter of Credit Issuer or Lender such Revolving L/C Participant or (iii) Taxes described included under clauses (bc) or through (cf) of the definition of “Excluded Taxes”) in respect of Letters of Credit or Revolving L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such Revolving L/C Participant, as the case may be (a copy of which notice shall be sent 151 AMERICAS 122173769123894352 by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such Revolving L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such Revolving L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the any Letter of Credit Issuer or an a Revolving L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a Revolving L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such Revolving L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Letter of Credit Issuer or Revolving L/C Participant shall demand compensation pursuant to this Section 3.5 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the a Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the a Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the a Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the a Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the a Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or a Restricted Subsidiary))), the Borrower shall pay to the such Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the such Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing DateDate (other than (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines, requirements, or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority), or the United States or foreign regulatory authorities pursuant to Basel III). A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the 130 Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. The obligations of the Borrower under this Section 3.5 shall survive the payment in full of the Obligations and the termination of this Agreement.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable indemnified under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender and, to the extent not duplicative, any Taxes imposed on any Agent or Lender where that Tax is imposed upon or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by such Agent or Lender or (iii) Taxes described included under clauses clause (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Parent Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Parent Borrower)), the Parent Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Parent Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Parent Borrower absent clearly demonstrable error.

Increased Costs. Increased Costs If on or after the Original Closing Date, Date the Lender determines that the adoption or implementation of any applicable law, rule or regulation, or any change therein, or any change in any applicable law treaty regulation guideline or directive including regulations and guidelines with respect to capital adequacy or liquidity promulgated by the FRB the Bank for International Settlements the Basel Committee on Banking Regulations and Supervisory Practices or any successor or similar authority as now and from time to time hereafter in effect or any new law treaty regulation guideline or directive or any interpretation or administration thereof of any of the foregoing by any Governmental Authority, central bank or comparable agency authority charged with the administration or interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer thereof or any L/C Participant with any request central bank of other fiscal monetary or directive made other authority having jurisdiction over the Lender or adopted after the Original Closing Date (transactions contemplated by this Agreement whether or not having the force of law), law all of the foregoing being referred to as Regulatory Change shall subject the Lender to any tax deduction or withholding with respect to any payments by or to the Lender pursuant this Agreement or the Note other than any tax measured by or based upon the overall net income of the Lender imposed by any such authority, central bank jurisdiction having control over the Lender ii impose modify require make or comparable agency shall either (a) impose, modify or make deem applicable to the Lender any reserve, deposit, reserve requirement capital adequacy requirement special deposit requirement insurance assessment or similar requirement against any assets held by deposits with or for the account of or loans letters of credit issued or commitments by an office of the Letter Lender iii change the basis of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on taxation of payments due the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations Lender under this Agreement or the Note other than by change in taxation of the overall net income of the Lender iv cause or deem agreements of the general nature and terms of this Agreement to be assets held by the Lender and\or as deposits on its books or impose upon the Lender any other condition with respect of Letters of Credit to such amount paid or L/C Participations therein payable to or any Letter of Credit or such L/C Participant’s L/C Participation therein, by the Lender with respect to this Agreement and the result of any of the foregoing is to increase the cost of the Lender of making any Loans under this Agreement or to reduce the amount of any payment whether of principal interest or otherwise receivable by the Lender hereunder or to reduce the rate of return on the capital of the Lender taking into consideration the Lenders policies with respect to capital adequacy or to require the Lender to make any payment on or calculated by reference to the Letter gross amount of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, sum received by it or to reduce the amount of any sum received or receivable by the Letter Lender under this Agreement or the Note with respect thereto in each such case by an amount which the Lender in its reasonable judgment deems material then provided vi the Lender shall notify the County in writing of Credit Issuer the happening of such event within 180 days of the Lenders knowledge of its occurrence and vii the Lender shall concurrent with such notice deliver to the County certificate stating the precise nature of the Regulatory Change which has occurred and the tax requirements reduction of payments or such L/C Participant hereunder (other than any such increase costs or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) conditions which have been imposed on any Agent or the Lender or (iii) Taxes described under clauses (b) or (c) as result together with the date thereof the amount of such tax cost reduction of payment and reasonable detailed description of the definition of Excluded Taxes) way in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to which such amount has been calculated the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy Lenders determination of which notice absent fraud or manifest error shall be sent by conclusive then the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)), the Borrower County shall pay to the Letter Lender within 90 days of Credit Issuer or the date of submission of such L/C Participant notice and certificate the amount specified in such certificate as compensation to the Lender for such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased tax cost or reduction, reduction of payment The protection of this paragraph shall be available to the Lender regardless of any possible contention of invalidity or inapplicability of the law regulation or condition which has been imposed provided however that if it being understood and agreed, however, shall later be determined by the Lender or court of competent jurisdiction in final non-appealable judgment that any amount so paid by the Letter County pursuant to this Section is in excess of Credit Issuer the amount payable under the provisions hereof the Lender shall refund such excess amount to the County within 90 days of receipt of written notice of any such judgment Notwithstanding the foregoing for purposes of this Agreement all requests rules guidelines or an L/C Participant directives in connection with the Xxxx-Xxxxx Act that are applicable to the Lender shall be deemed to be Regulatory Change regardless of the date enacted adopted or issued Delay in Requests Failure or delay on the part of the Lender to demand compensation pursuant to the foregoing provisions of this Section shall not be entitled constitute waiver of the Lenders right to demand such compensation so long as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as Regulatory Change is in effect on at the Original Closing Date. A time Lenders delayed notice certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis and demand for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.compensation is made

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule treaty, rule, or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the BorrowerBorrower (or Holdings or other Restricted Subsidiary))), the Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error.. 105

Increased Costs. If after the Original Closing Restatement Effective Date, any --------------- Letter of Credit Issuer or any Participant determines that the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the such Letter of Credit Issuer, Issuer or any L/C such Participant’s L/C Participation 's participation therein, or (bii) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit or such L/C Participant’s L/C Participation 's participation therein, ; and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder or reduce the rate of return on its capital (other than any such increase increased costs or reduction attributable in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or any similar charges) with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter Agent), accompanied by the certificate described in the last sentence of Credit issued on account of the Borrower))this Section 2.05, the Borrower shall agrees, subject to the provisions of Section 13.19 (to the extent applicable), to pay to the such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the . Any Letter of Credit Issuer or an L/C Participant shall not any Participant, upon determining that any additional amounts will be entitled to such compensation as a result of such Person’s compliance with, or payable pursuant to any request or directive this Section 2.05, will give prompt written notice thereof to comply withthe Borrower, any such law, rule or regulation as in effect on the Original Closing Date. A which notice shall include a certificate submitted to the Borrower by the relevant such Letter of Credit Issuer or an L/C such Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid and such certificate, if delivered in good faith, shall be final and conclusive and binding on the Borrower absent clearly demonstrable manifest error, although the failure to deliver any such certificate shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of such certificate.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (ax) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (by) impose on the Letter of Credit Issuer or any L/C Participant any other conditions or costs affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the actual cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the actual amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4Indemnified Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Excluded Taxes or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Other Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the applicable Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to a Letter of Credit issued on account of the Borrowera Borrower (other Restricted Subsidiary))), the applicable Borrower shall pay to the Letter of Credit Issuer or such L/C Participant such actual additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the applicable Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such actual additional amount or amounts necessary to 126 #96533218v9 compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the applicable Borrower absent clearly demonstrable error.

Increased Costs. If If, after the Original later of the Closing Date, and the date such entity becomes a Lender hereunder, the adoption of any applicable law, rule or regulationApplicable Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by any Lender, the Administrative Agent, any Letter of Credit Issuer or any L/C Letter of Credit Participant with any request or directive made or adopted after the Original later of the Closing Date and the date such entity becomes a Lender hereunder (whether or not having the force of law), by of any such authority, association, central bank or comparable agency agency, shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Letter of Credit Participant’s L/C Letter of Credit Participation therein, or (b) impose on any Lender, the Letter of Credit Issuer or any L/C Letter of Credit Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation Participations therein, and the result of any of the foregoing is to increase has the effect of increasing the cost to such Lender, the Letter of Credit Issuer or such L/C Letter of Credit Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce reducing the amount of any sum received or receivable by the such Lender, such Letter of Credit Issuer or such L/C Letter of Credit Participant hereunder (other than any such increase or reduction attributable to (ix) taxes indemnifiable under Section 5.4Connection Income Taxes, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iiiy) Taxes described under in clauses (bc) or through (ce) of the definition of Excluded TaxesTaxes or (z) Non-Excluded Taxes governed by Section 5.04) in respect of Letters of Credit or L/C Letter of Credit Participations therein, then, promptly within five (5) days after receipt of written demand to the Administrative Borrower by such Lender, the Letter of Credit Issuer or such L/C Letter of Credit Participant, as the case may be (a copy of which notice shall be sent by such Lender, the Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower Borrowers shall pay to the Administrative Agent for the account of such Lender, the Letter of Credit Issuer or such L/C Participant Letter of Credit Participant, as applicable, such additional amount or amounts as will compensate the such Lender, Letter of Credit Issuer or such L/C Letter of Credit Participant for such increased cost or reduction, it being understood and agreed, however, that a Lender, the Letter of Credit Issuer or an L/C a Letter of Credit Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the Original later of the Closing DateDate and the date such entity becomes a Lender hereunder. A certificate submitted to the Administrative Borrower by a Lender, the relevant Administrative Agent, the Letter of Credit Issuer or an L/C a Letter of Credit Participant, as the case may be (a copy of which certificate shall be sent by the such Lender, such Letter of Credit Issuer or such L/C Letter of Credit Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate such Lender, the Letter of Credit Issuer or such L/C Letter of Credit Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error.

Increased Costs. If after the Original Closing Effective Date, any Letter of --------------- Credit Issuer or any Participant shall have determined that the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the such Letter of Credit Issuer, Issuer or any L/C such Participant’s L/C Participation 's participation therein, or (bii) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit or such L/C Participant’s L/C Participation 's participation therein, ; and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder or reduce the rate of return on its capital (other than any such increase increased costs or reduction attributable in the amount received or receivable resulting from the imposition of, or a change in the rate of, taxes or any similar charges) with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the Borrower US Borrowers, by the such Letter of Credit Issuer or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), accompanied by the Borrower shall certificate described in the last sentence of this Section 2.05, the US Borrowers jointly and severally agree, subject to the provisions of Section 15.18 (to the extent applicable), to pay to the such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the . Any Letter of Credit Issuer or an L/C Participant shall not any Participant, upon determining that any additional amounts will be entitled to such compensation as a result of such Person’s compliance with, or payable pursuant to any request or directive this Section 2.05, will give prompt written notice thereof to comply withthe US Borrowers, any such law, rule or regulation as in effect on the Original Closing Date. A which notice shall include a certificate submitted to the Borrower US Borrowers by the relevant such Letter of Credit Issuer or an L/C such Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid and such certificate, if delivered in good faith, shall be final and conclusive and binding on the Borrower US Borrowers absent clearly demonstrable manifest error, although the failure to deliver any such certificate shall not release or diminish the US Borrowers' obligations to pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of such certificate.

Increased Costs. If the Issuing Bank or any Participant determines that after the Original Closing Date, Restatement Effective Date the adoption or effectiveness of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer Issuing Bank or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuer, Issuing Bank or any L/C such Participant’s L/C Participation 's participation therein, or (bii) impose on the Letter of Credit Issuer Issuing Bank or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit Credit, or such L/C Participant’s L/C Participation 's participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer Issuing Bank or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer Issuing Bank or such L/C any Participant hereunder (other than any such increase or reduction attributable with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit (except for changes in the rate of tax on, or L/C Participations thereindetermined by reference to, the net income or profits of the Issuing Bank or such Participant pursuant to the laws of the United States of America, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein and except for any taxes for which a payment is required pursuant to Section 4.04(a)) or reduce the rate of return on its capital with respect to Letters of Credit then, promptly after receipt of written upon demand to the US Borrower by the Letter of Credit Issuer Issuing Bank or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the Letter of Credit Issuer Issuing Bank or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the US Borrower shall pay to the Letter of Credit Issuer Issuing Bank or such L/C Participant Participant, as the case may be, without duplication of any amounts due under Section 1.10(c) hereof, such additional amount or amounts as will compensate the Letter of Credit Issuer Issuing Bank or such L/C Participant Participant, as the case may be, for such increased cost or reductionreduction in the amount receivable or reduction on the rate of return on its capital. In determining such additional amounts, it being understood the Issuing Bank and agreedeach Participant will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, however, provided that the Letter Issuing Bank's or such Participant's, as the case may be, determination of Credit Issuer compensation owing under this Section 2.05 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. The Issuing Bank or an L/C Participant any Participant, upon determining that any additional amounts are payable to it pursuant to this Section 2.05, will give prompt written notice thereof, setting forth in reasonable detail the basis of the calculation of such amounts, although the failure to give any such notice shall not be entitled release or diminish the US Borrower's obligations to such compensation as a result pay additional amounts pursuant to this Section 2.05 upon receipt of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Datecertificate. A The certificate submitted to the US Borrower by the relevant Letter of Credit Issuer Issuing Bank or an L/C such Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer Issuing Bank or such L/C Participant to the Administrative Agent), setting shall set forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer Issuing Bank or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable errorprovided above in this Section 2.05.

Increased Costs. If after the Original Closing Funding Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Funding Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s 's L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s 's L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the US Borrower or the UK Borrower, as the case may be, by the Letter of Credit Issuer or such L/C Participant, as the case may be be, (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the US Borrower or the UK Borrower, as the case may be, shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s 's compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Funding Date. A certificate submitted to the US Borrower or the UK Borrower, as the case may be, by the relevant Letter of Credit Issuer or an a L/C Participant, as the case may be be, (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), ) setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the US Borrower and the UK Borrower absent clearly demonstrable error.

Increased Costs. If after the Original Closing Effective Date, any Letter of Credit Issuer or any Participant determines that the adoption or effectiveness of any applicable law, rule or regulation, order, guideline or request or any change therein, or any change in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the any Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the such Letter of Credit Issuer, Issuer or any L/C such Participant’s L/C Participation 's participation therein, or (bii) impose on the any Letter of Credit Issuer or any L/C Participant any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, the Credit-Linked Deposits, any Letter of Credit or such L/C Participant’s L/C Participation 's participation therein, ; and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in the Credit-linked Deposits or any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such L/C Participant hereunder or reduce the rate of return on its capital (other than any such increase increased costs or reduction attributable in the amount received or receivable resulting from the imposition of or a change in the rate of taxes or any similar charges) with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent the Credit0linked Deposits or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the Borrower by the such Letter of Credit Issuer or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter Agent), accompanied by the certificate described in the last sentence of Credit issued on account of the Borrower))this Section 2.05, the Borrower shall agrees, subject to the provisions of Section 13.18 (to the extent applicable), to pay to the such Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the . Any Letter of Credit Issuer or an L/C Participant shall not any Participant, upon determining that any additional amounts will be entitled to such compensation as a result of such Person’s compliance with, or payable pursuant to any request or directive this Section 2.05, will give prompt written notice thereof to comply withthe Borrower, any such law, rule or regulation as in effect on the Original Closing Date. A which notice shall include a certificate submitted to the Borrower by the relevant such Letter of Credit Issuer or an L/C such Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such L/C Participant as aforesaid and such certificate, if delivered in good faith, shall be final and conclusive and binding on the Borrower absent clearly demonstrable manifest error, although the failure to deliver any such certificate shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05 upon subsequent receipt of such certificate.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any Revolving L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, compulsory loan, insurance charge, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any Revolving L/C Participant’s Revolving L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any Revolving L/C Participant any other conditions or liabilities affecting its obligations under this Agreement in respect of Letters of Credit or Revolving L/C Participations therein or any Letter of Credit or such Revolving L/C Participant’s Revolving L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such Revolving L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such Revolving L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Indemnified Taxes and Taxes indemnifiable under Section 5.4, 5.4 or (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or Revolving L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such Revolving L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such Revolving L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such Revolving L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the any Letter of Credit Issuer or an a Revolving L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a Revolving L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such Revolving L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Letter of Credit Issuer or Revolving L/C Participant shall demand compensation pursuant to this Section 3.5 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities.

Increased Costs. If after the Original Closing Effective Date, any Issuing Lender or any L/C Participant determines in good faith that the adoption or effectiveness after the Effective Date of any applicable law, rule or regulation, order, guideline or request or any change therein, or any change after the Effective Date in the interpretation or administration thereof by any Governmental Authoritygovernmental authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer any Issuing Lender or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), ) by any such authority, central bank or comparable agency shall either (ai) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by the Letter of Credit Issuer, such Issuing Lender or any such L/C Participant’s L/C Participation participation therein, or (bii) impose on the Letter of Credit Issuer any Issuing Lender or any L/C Participant any other conditions directly or indirectly affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or Agreement, any Letter of Credit or such L/C Participant’s L/C Participation participation therein, ; and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer such Issuing Lender or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer such Issuing Lender or such L/C Participant hereunder (other than any such increase or reduction attributable reduce the rate of return on its capital with respect to (i) taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations thereinCredit, then, promptly after receipt of upon written demand to the U.S. Borrower or the European Borrower, as the case may be, by the Letter of Credit Issuer such Issuing Lender or such L/C Participant, as the case may be Participant (a copy of which notice shall be sent by the Letter of Credit Issuer such Issuing Lender or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), accompanied by the Borrower shall certificate described in the last sentence of this Section 2.06, the U.S. ABL Borrowers or the European Borrower, as the case may be, shall, subject to the provisions of Section 13.23, pay to the Letter of Credit Issuer such Issuing Lender or such L/C Participant such additional the amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for necessary to cover such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Borrower relevant Account Party by the relevant Letter of Credit Issuer such Issuing Lender or an such L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer such Issuing Lender or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer such Issuing Lender or such L/C Participant as aforesaid shall be final and conclusive and binding on the such Borrower absent clearly demonstrable manifest error, although the failure to deliver any such certificate shall not release or diminish such Borrower’s obligations to pay additional amounts pursuant to this Section 2.06 upon subsequent receipt of such certificate.

Increased Costs. If after the Original Closing Date, the adoption of any applicable law, rule or regulationApplicable Law, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the a Letter of Credit Issuer or any Revolving L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency shall either (a) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by the any Letter of Credit Issuer, or any Revolving L/C Participant’s Revolving L/C Participation therein, or (b) impose on the any Letter of Credit Issuer or any Revolving L/C Participant any other conditions or liabilities affecting its obligations under this Agreement in respect of Letters of Credit or Revolving L/C Participations therein or any Letter of Credit or such Revolving L/C Participant’s Revolving L/C Participation therein, and the result of any of the foregoing is to increase the cost to the such Letter of Credit Issuer or such Revolving L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the such Letter of Credit Issuer or such Revolving L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Taxes indemnifiable under Section 5.45.4 or, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent Letter of Credit Issuer or Lender such Revolving L/C Participant or (iii) Taxes described included under clauses (bc) or through (ce) of the definition of “Excluded Taxes”) in respect of Letters of Credit or Revolving L/C Participations therein, then, promptly after receipt of written demand to the Borrower by the such Letter of Credit Issuer or such Revolving L/C Participant, as the case may be (a copy of which notice shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower shall pay to the such Letter of Credit Issuer or such Revolving L/C Participant such additional amount or amounts as will compensate the such Letter of Credit Issuer or such Revolving L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the any Letter of Credit Issuer or an a Revolving L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the Original Closing Date. A certificate submitted to the Borrower by the relevant Letter of Credit Issuer or an a Revolving L/C Participant, as the case may be (a copy of which certificate shall be sent by the such Letter of Credit Issuer or such Revolving L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the such Letter of Credit Issuer or such Revolving L/C Participant as aforesaid shall be conclusive and binding on the Borrower absent clearly demonstrable error. Notwithstanding the foregoing, no Letter of Credit Issuer or Revolving L/C Participant shall demand compensation pursuant to this Section 3.5 if it shall not at the time be the general policy or practice of such Lender to demand such compensation in substantially the same manner as applied to other similarly situated borrowers under comparable syndicated credit facilities.

Increased Costs. If after the Original Closing Third Restatement Effective Date, the adoption of any applicable law, rule or regulation, or any change therein, or any change Change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by the Letter of Credit Issuer or any L/C Participant with any request or directive made or adopted after the Original Closing Date (whether or not having the force of law), by any such authority, central bank or comparable agency Law shall either (a) impose, modify or make applicable any reserve, deposit, capital or liquidity adequacy or similar requirement against letters of credit issued by the Letter of Credit Issuer, or any L/C Participant’s L/C Participation therein, or (b) impose on the Letter of Credit Issuer or any L/C Participant any other conditions affecting its obligations under this Agreement in respect of Letters of Credit or L/C Participations therein or any Letter of Credit or such L/C Participant’s L/C Participation therein, and the result of any of the foregoing is to increase the cost to the Letter of Credit Issuer or such L/C Participant of issuing, maintaining or participating in any Letter of Credit, or to reduce the amount of any sum received or receivable by the Letter of Credit Issuer or such L/C Participant hereunder (other than any such increase or reduction attributable to (i) taxes Indemnified Taxes indemnifiable under Section 5.4, (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent 5.4 or Lender or (iii) Taxes described under clauses (b) or (c) of the definition of Excluded Taxes) in respect of Letters of Credit or L/C Participations therein, then, promptly after receipt of written demand to the Parent Borrower by the Letter of Credit Issuer or such L/C Participant, as the case may be (a copy of which notice shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent (with respect to Letter of Credit issued on account of the Borrower)Agent), the Borrower Borrowers shall pay to the Letter of Credit Issuer or such L/C Participant such additional amount or amounts as will compensate the Letter of Credit Issuer or such L/C Participant for such increased cost or reduction, it being understood and agreed, however, that the Letter of Credit Issuer or an L/C Participant shall not be entitled to such compensation as a result of such Person’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the Original Closing Date. A certificate submitted to the Parent Borrower by the relevant Letter of Credit Issuer or an L/C Participant, as the case may be (a copy of which certificate shall be sent by the Letter of Credit Issuer or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the determination of such additional amount or amounts necessary to compensate the Letter of Credit Issuer or such L/C Participant as aforesaid shall be conclusive and binding on the Borrower Borrowers absent clearly demonstrable error.