Common use of Increased Costs Clause in Contracts

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time after the Effective Date, date hereof the introduction of or any change in any applicable law, rule, regulation, order, guideline or request (other than any law, rule, regulation, guidelines or request relating to Taxes that are the subject matter of Section 4.7) or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing each Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of lawlaw or any change in GAAP), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender such Facing Agent or any Participant Lender 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the applicable Borrower by any Issuing Lender the respective Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the applicable Borrower agrees to shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender or such Participant Lender, for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Each Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.10(i), will give prompt written notice thereof to the applicable Borrower, which notice shall include a certificate submitted to the applicable Borrower by such Issuing Lender the respective Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Facing Agent or such ParticipantLender, although failure to give any such notice shall not release or diminish any Credit Party’s obligations to pay additional amounts pursuant to this Section 2.10(i). The certificate required to be delivered pursuant to this Section 3.06 2.10(i) shall, absent manifest error, be final and final, conclusive and binding on the BorrowerCredit Parties.

Increased Costs. If at any time after the Effective Date, the introduction of any Lender or an Issuer determines that any Change in Law (including any change by way of imposition or increase of reserve requirements included in any applicable law, rule, regulation, order, guideline or request or in determining the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Eurodollar Rate) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters have the effect of credit issued by any Issuing increasing the cost to such Lender or participated in by such Issuer of agreeing to make or making, funding or maintaining any ParticipantEurodollar Rate Loan, or (ii) impose on subject any Issuing Lender or any Participant Issuer to any Tax (except for Taxes or Other Taxes indemnifiable pursuant to Section 2.19) on its loans, loan principal, letters of credit, commitments, or other conditions relatingobligations, directly or indirectlyits deposits, to this Agreement reserves, other liabilities or any Letter of Credit; capital and the result of any of the foregoing is shall be to increase the cost to any Issuing such Lender or Issuer of making, continuing or maintaining any Participant Eurodollar Rate Loan or of issuingmaintaining its obligation to make any such Eurodollar Rate Loan, or to increase the cost to such Lender or Issuer of participating in, issuing or maintaining any Letter of Credit (or participating of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any Issuing such Lender or any Participant Issuer hereunder or reduce the rate of return on its capital with respect to Letters a Eurodollar Rate Loan or Letter of Credit (except for changes in whether of principal, interest or any other amount) then the rate of tax onBorrowers shall from time to time, or determined upon demand by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant Issuer (with a copy of which certificate shall be sent by such Issuing Lender or such Participant demand to the Applicable Administrative Agent), the Borrower agrees to pay to the Applicable Administrative Agent for the account of such Issuing Lender or such Participant such Issuer additional amount or amounts as will sufficient to compensate such Issuing Lender or such Participant Issuer for such additional cost incurred or reduction suffered. A certificate as to the amount of such increased cost shall be, together with supporting documents, submitted to the Borrowers and the Applicable Administrative Agent by such Lender or such Issuer and shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, except to the extent, if any, the change (or compliance) referred to in such certificate shall be retroactive, the Borrowers shall not be required to compensate a Lender or an Issuer pursuant to this clause (c) for any increased costs or reduction in incurred more than 180 days prior to the date of such certificate. The Borrowers shall pay such Lender or such Issuer the amount receivable shown as due on any such certificate within 30 days after its receipt of the same. Notwithstanding the foregoing, no Person shall be entitled to demand compensation for any additional cost or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof 2.17(c) if it is not the general policy or practice of such Person to the Borrower, which notice shall include a certificate submitted to the Borrower demand it in similar circumstances under comparable provisions of other credit agreements (as reasonably determined by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative AgentPerson), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time after the Restatement Effective Date, the introduction of Deposit Bank, any Issuing Lender or any change L/C Participant determines in good faith that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule, rule or regulation, order, guideline or request or any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any L/C Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any such Issuing Lender or participated in by any such L/C Participant’s participation therein, or (ii) impose on the Deposit Bank, any Issuing Lender or any L/C Participant any other conditions relating, directly or indirectlyindirectly affecting this Agreement, to this Agreement or the Credit-Linked Deposits, any Letter of CreditCredit or such L/C Participant’s participation therein; and the result of any of the foregoing is to increase the cost to any the Deposit Bank, such Issuing Lender or any 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 any the Deposit Bank, such Issuing Lender or any such L/C Participant hereunder or under the other Credit Documents or reduce the rate of return on its capital with respect to Credit-Linked Deposits or Letters of Credit (except for changes in Credit, then, upon written demand to the rate of tax onU.S. Borrower or the Bermuda Borrower, or determined as the case may be, by reference tothe Deposit Bank, the net income or net profits of such Issuing Lender or such L/C Participant pursuant to (a copy of which notice shall be sent by the laws of 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)Deposit Bank, then, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender or any such L/C Participant to the Administrative Agent), accompanied by the certificate described in the last sentence of this Section 2A.06, the respective Account Party shall pay to the Deposit Bank, such Issuing Lender or such L/C Participant for such increased cost or reduction. A certificate submitted to the relevant Borrower by the Deposit Bank, such Issuing Lender or such L/C Participant, as the case may be (a copy of which certificate shall be sent by the Deposit Bank, such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such L/C Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate the Deposit Bank, such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, L/C Participant as aforesaid shall be final and conclusive and binding on such Account Party absent manifest error, although the Borrowerfailure to deliver any such certificate shall not release or diminish such Account Party’s obligations to pay additional amounts pursuant to this Section 2A.06 upon subsequent receipt of such certificate.

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy special deposit or similar requirement against letters of credit issued by any Issuing Lender assets of, deposits with or participated in by any Participantfor the account of, or credit extended by, any Applicable Lender (iiexcept any such reserve requirement reflected in the Adjusted LIBOR Rate) or Applicable Issuing Bank; or impose on any Issuing Applicable Lender or any Participant Applicable Issuing Bank or the London interbank market any other conditions relating, directly or indirectly, to condition affecting this Agreement or Interest Period Loans made by such Applicable Lender or any Letter of CreditCredit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Applicable Lender of making or maintaining any Issuing Interest Period Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Applicable Lender or any Participant Applicable Issuing Bank of issuingparticipating in, issuing or maintaining or participating in any Letter of Credit, Credit or to reduce the amount of any sum received or receivable by any Issuing such Applicable Lender or any Participant Applicable Issuing Bank hereunder (whether of principal, interest 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 net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinotherwise), then, upon the following delivery of the certificate referred to below to the Borrower contemplated by any Issuing Lender or any Participant paragraph (a copy c) of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)this Section, the Borrowers within the applicable Borrower agrees to Group will pay to such Issuing Applicable Lender or such Participant Applicable Issuing Bank, as applicable, such additional amount or amounts as will compensate such Issuing Applicable Lender or such Participant Applicable Issuing Bank, as applicable, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or suffered (except for any ParticipantTaxes, upon determining that any additional amounts will which shall be payable to it dealt with exclusively pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent2.17), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time after the Effective Date, due to the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation of any law or administration thereof by regulation occurring or issued after the NAIC date hereof, the Facility Agent, any Agent, any Lender or other Lender, any Support Party, or any Governmental Authority charged of their respective Affiliates (each an “Affected Person”) determines that compliance with the interpretation any law or administration thereof, or compliance by any Issuing Lender regulation or any Participant with guideline or request from any request central bank or directive by the NAIC or by any such Governmental Authority other Official Body (whether or not having the force of law), shall either ) (i) impose, modify affects or make applicable any reserve, deposit, would affect the amount of capital adequacy or similar requirement against letters liquidity coverage required or expected to be maintained by such Affected Person and such Affected Person determines that the amount of credit issued such capital or liquidity coverage is increased by any Issuing Lender or participated in by any Participant, based upon the existence of its obligations or commitments hereunder or with respect hereto or to the funding thereof or (ii) impose on subjects any Issuing Lender or Affected Person to any Participant Tax of any other conditions relating, directly or indirectly, kind whatsoever with respect to this Agreement or any Letter Transaction Document, or changes the basis of Credit; taxation of payments to such Affected Person in respect thereof (except for Non-Excluded Taxes covered by Section 4.3) and the result of any of the foregoing is to increase the cost to such Affected Person of making Advances or to reduce any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)hereunder, then, upon demand by such Affected Person (which demand shall be accompanied by a statement setting forth in reasonable detail (1) the delivery calculations of the certificate referred to below to amount being claimed, (2) the Borrower basis therefor and (3) the event by any Issuing Lender or any Participant (a copy reason of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agentit has become so entitled), the Borrower agrees to pay to such Issuing Lender Affected Person or the Facility Agent, for the account of such Participant Affected Person (as a third-party beneficiary), on the Distribution Date following the date on which the Affected Person provides notice of such event to the Borrower and the Collateral Manager (provided that such notice is delivered on or prior to the fifth Business Day prior to such Distribution Date and otherwise on the Distribution Date following such Distribution Date), subject to and in accordance with the priorities set forth in Section 8.5, 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 to be allocable to the existence of any of such obligations, commitments or fundings; provided that if such demand is delivered after the later of (x) 180 days after such additional amount or amounts as will compensate requested hereunder arose and (y) 30 days after the applicable Affected Person had knowledge of such Issuing Lender or additional amount, the Borrower shall have no obligation to pay such Participant for such increased cost or reduction additional amounts. Such written statement shall, in the amount receivable or reduction on absence of manifest error, be rebuttably presumptive evidence of the rate of return on its capitalsubject matter thereof. Any Issuing Lender or any Participant, upon determining that Affected Person claiming any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof 5.1 agrees to the Borrower, which notice shall include use reasonable efforts (consistent with legal and regulatory restrictions) to designate a certificate submitted to the Borrower by such Issuing Lender different office or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation branch of such Affected Person as its lending office or take such other actions if the making of such a designation or taking of such other actions would avoid the need for, or reduce the amount of, any such additional amount or amounts necessary to compensate and would not, in the reasonable judgment of such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest errorAffected Person, be final and conclusive and binding on the Borrowerotherwise disadvantageous to such Affected Person.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.063.6, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 3.6 shall, absent manifest error, be final and conclusive and binding on the Borrower. For the avoidance of doubt, this Section 3.6 shall not apply to any Taxes.

Increased Costs. If at any time after the Restatement Effective Date, the introduction of Deposit Bank, any Bank Guaranty Issuer or any change B/G Participant determines in good faith that the adoption or effectiveness after the Restatement Effective Date of any applicable law, rule, rule or regulation, order, guideline or request or any change therein, or any change after the Restatement Effective Date in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by the Deposit Bank, any Issuing Lender Bank Guaranty Issuer or any B/G Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central bank or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit Bank Guaranties issued by any Issuing Lender such Bank Guaranty Issuer or participated in by any such B/G Participant’s participation therein, or (ii) impose on the Deposit Bank, any Issuing Lender Bank Guaranty Issuer or any B/G Participant any other conditions relating, directly or indirectlyindirectly affecting this Agreement, to this Agreement the Credit-Linked Deposits, any Bank Guaranty or any Letter of Creditsuch B/G Participant’s participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender the Deposit Bank, such Bank Guaranty Issuer or any such B/G Participant of issuing, maintaining or participating in the Credit-Linked Deposits, any Letter of CreditBank Guaranty, or to reduce the amount of any sum received or receivable by any Issuing Lender the Deposit Bank, such Bank Guaranty Issuer or any such B/G Participant hereunder or under the other Credit Documents 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Bank Guaranties, then, upon written demand to the delivery U.S. Borrower or the Bermuda Borrower, as the case may be, by the Deposit Bank, such Bank Guaranty Issuer or such B/G Participant (a copy of which notice shall be sent by the Deposit Bank, such Bank Guaranty Issuer or such B/G Participant to the Administrative Agent), accompanied by the certificate referred to below described in the last sentence of this Section 2B.06, the respective Account Party shall pay to the Borrower Deposit Bank, such Bank Guaranty Issuer or such B/G Participant for such increased cost or reduction. A certificate submitted to the relevant Account Party by any Issuing Lender the Deposit Bank, such Bank Guaranty Issuer or any Participant such B/G Participant, as the case may be (a copy of which certificate shall be sent by the Deposit Bank, such Issuing Lender Bank Guaranty Issuer or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such B/G Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate the Deposit Bank, such Issuing Lender Bank Guaranty Issuer or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, B/G Participant as aforesaid shall be final and conclusive and binding on such Account Party absent manifest error, although the Borrowerfailure to deliver any such certificate shall not release or diminish such Account Party’s obligations to pay additional amounts pursuant to this Section 2B.06 upon subsequent receipt of such certificate.

Increased Costs. If at any time after the Relevant Effective Date, the introduction of or any change in any applicable law, rule, rule or regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any an Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally accepted accounting principles, shall either (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any such Issuing Lender or participated in by any Participant, or (ii) impose on any such Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any respective Letter of Credit; , and the result of any of the foregoing is to increase the cost to any such Issuing Lender or any Participant of issuing, maintaining or participating in any such Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender or any Participant hereunder or reduce hereunder, then, upon demand to the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined respective Revolving Borrower by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate notice shall be sent by such Issuing Lender or such Participant to the Administrative Agent), such Revolving Borrower shall, subject to the Borrower agrees provisions of Section 2.10(g) (to the extent applicable), pay to such Issuing Lender or such Participant such the additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the respective Revolving Borrower by such an Issuing Lender or such Participant a Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to Participant as aforesaid, shall be delivered pursuant to this Section 3.06 shallconclusive and binding on such Revolving Borrower, absent manifest error, be final and conclusive and binding on as to the Borroweramount thereof.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender Bank or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.03(f), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.03 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at Subject to Section 4.7, if any time after the Effective Closing Date, any Facing Agent or any Lender determines that the introduction of or any change after the Closing Date in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing the applicable Facing Agent or such Lender or any Participant with any request or directive by issued after the NAIC or Closing Date by any such Governmental Authority authority (whether or not having the force of law)) (provided that, notwithstanding anything herein to the contrary, (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 or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III shall, in each case, be deemed to be a change in applicable law after the Closing Date for purposes of this Section 2.9(i) regardless of the date enacted, adopted or issued) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender the applicable Facing Agent or participated in by any ParticipantRevolving Lender, or (ii) impose on any Issuing Lender the applicable Facing Agent or any Participant Revolving Lender any other conditions relating, directly or indirectly, to the provisions of this Agreement relating to Letters of Credit or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender the applicable Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender the applicable Facing Agent or any Participant Lender 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any Issuing Lender the applicable Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender the applicable Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender the applicable Facing Agent or such Participant any Lender, as the case may be, such additional amount or amounts as will compensate such Issuing Lender the applicable Facing Agent or such Participant Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing In determining such additional amounts pursuant to the preceding sentence, the applicable Facing Agent or such Lender will act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable or reductions in rates of return relate to the Facing Agent’s or such Lender’s letters of credit in general and are not specifically attributable to the Letters of Credit hereunder, use averaging and attribution methods which are reasonable and which cover all letters of credit similar to the Letters of Credit issued by or participated in by the applicable Facing Agent or such Lender whether or not the documentation for such other Letters of Credit permit the applicable Facing Agent or such Lender to receive amounts of the type described in this Section 2.9(i). The applicable Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.9(i), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender the applicable Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender the applicable Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender the applicable Facing Agent or such ParticipantLender, although failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.9(i); provided, however, if the applicable Facing Agent or such Lender, as applicable, has intentionally withheld or delayed such notice, the applicable Facing Agent or such Lender, as the case may be, shall not be entitled to receive additional amounts pursuant to this Section 2.9(i) for periods occurring prior to the 180th day before the giving of such notice. The certificate required to be delivered pursuant to this Section 3.06 2.9(i) shall, absent manifest error, be final and final, conclusive and binding on the Borrower.

Increased Costs. If at any time In the event that, after the Effective Datedate hereof (or in the case of a Qualified Assignee or participant, the introduction date of the relevant assignment or sale of a participation), (1) any change changes in any applicable existing law, rule, regulation, ordertreaty or directive or in the administration, interpretation or application thereof, (2) any new law, regulation, treaty or directive enacted or any administration, interpretation or application thereof, or (3) compliance with any request, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), ) from any Governmental Authority does or shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender Agent or any Participant Lender any other conditions relatingcondition, directly cost or indirectly, to this Agreement expense in connection with any LIBOR Loan or any Letter of CreditCredit hereunder; and the result of any of the foregoing is to increase the cost to any Issuing Lender Agent or any Participant such Lender of issuing, issuing or maintaining or participating in any Letter of CreditCredit or making or continuing any LIBOR Loan hereunder, as the case may be, or to reduce the any amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or under any subdivision thereof or therein)other Loan Document, then, upon the delivery of the certificate referred in any such case, Borrower shall promptly pay to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender Agent or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any ParticipantLender, upon determining that its demand with reasonable documentation thereof, any additional amounts will necessary to compensate Agent or such Lender for such additional cost or reduced amount receivable, as reasonably determined by Agent or such Lender; provided that Agent or such Lender shall not be entitled to any such amounts to the extent that the event giving rise to such additional cost or reduced amount receivable occurred more than six (6) months prior to the date such notice and demand is given to the Borrower; provided, however, that if the event giving rise to such additional cost or reduced amount receivable has a retroactive effect, then such 6-month period shall be extended to include the period of such retroactive effect; and provided further, however, that any such additional amounts payable under this Section 2.8(c) shall be without duplication of amounts to which such Lender may be entitled under Section 2.9 and shall exclude Excluded Taxes. If Agent or such Lender becomes aware that it is entitled to claim any additional amounts pursuant to this Section 3.062.9(b), will give prompt written notice thereof it shall promptly notify Borrower of the event by reason of which Agent or such Lender has become so entitled. A certificate as to any additional amounts payable pursuant to the Borrower, which notice shall include a certificate foregoing sentence submitted to the Borrower by such Issuing Lender Agent or such Participant Lender to Borrower (with a copy of which certificate to Agent if applicable) shall be sent by such Issuing Lender presumptive evidence of the amount due. Borrower shall pay Agent or such Participant to Lender, as the Administrative Agent)case may be, setting forth in reasonable detail the basis for amount shown as due on any such certificate within ten (10) days after the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrowerreceipt thereof.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes Indemnified Taxes and the imposition of, or any change in the rate of tax onof, or determined any Excluded Tax payable by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinParticipant), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinExcluded Taxes), then, upon the delivery of the certificate referred to below to the U.S. Borrower or the Canadian Borrower, as the case may be, by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the respective Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the respective Borrower, which notice shall include a certificate submitted to the respective Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 respective Borrower.

Increased Costs. If at any time after the Effective Date, any Issuing Lender or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the such Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.05. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Restatement Effective Date, any Issuing Lender or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (excluding any changes in law related to Excluded Taxes) (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Existing Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Existing Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Existing Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Existing Letters of Credit (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.063.04, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the such Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 3.04. The certificate required to be delivered pursuant to this Section 3.06 3.04 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. (a) If at any time after the Effective DatePurchaser Agent, any Purchaser, the introduction Agent, any Liquidity Bank, any Related CP Issuer, 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 law or regulation or any change in any applicable law, rule, regulation, order, guideline or request therein or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration application thereof, in each case adopted, issued or compliance by occurring after the date hereof or (ii) any Issuing Lender or any Participant with any request request, guideline or directive by the NAIC from any central bank or by any such Governmental Authority other Official Body (whether or not having the force of law)) issued, shall either (i) impose, modify occurring or first applied after the date of this Agreement 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 commitment to make applicable any reserve, deposit, capital adequacy purchases of or similar requirement against letters of credit issued by any Issuing Lender or participated otherwise to maintain the investment in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, Pool Receivables related to this Agreement or any Letter of Credit; related liquidity facility or credit enhancement facility and the result of any other commitments of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)same type, then, upon the delivery of the certificate referred to below written demand by such Affected Person (with a copy to the Borrower by any Issuing Lender or any Participant Agent and the applicable Purchaser Agent (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agentif any)), the Borrower agrees to Seller shall immediately pay to the Agent, for the account of such Issuing Lender or Affected Person, from time to time as specified by such Participant such Affected Person, additional amount or amounts as will sufficient to compensate such Issuing Lender Affected Person in the light of such circumstances, to the extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such commitments or maintenance of its investment in the Pool Receivables; provided that within 30 days of an Affected Person’s knowledge of any such Participant circumstance such Affected Person shall notify the Seller in writing of the same and whether such Affected Person will request that the Seller indemnify it for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalcircumstance. Any Issuing Lender or any Participant, upon determining that any additional A certificate as to such amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower Seller, the Agent and the applicable Purchaser Agent (if any) by such Issuing Lender or such Participant (a copy of which certificate Affected Person shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis conclusive and binding for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallall purposes, absent manifest error. For the avoidance of doubt, be final and conclusive and binding on the Borrowerfirst application of Accounting Research Bulletin No. 51 by the Financial Accounting Standards Board (“FASB”) (including, without limitation, FASB Interpretation No. 46R), shall constitute an adoption, change, request or directive subject to this Section 1.8(a).

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive issued after the Effective Date by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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. Failure or delay on the part of any Lender to demand compensation pursuant to this Section 3.06 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180-days prior to the date that such Lender notifies the Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefore; provided further that if the circumstances giving rise to such increased costs or reductions are retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions (including any additional Tax) relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate as a result of tax on, an additional Tax that is (a) an Indemnified Tax or determined by reference to, the net income Other Tax indemnified under Section 5.04 or net profits of such Issuing Lender or such Participant pursuant to the laws of 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(b) Excluded Tax), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate) or the Issuing Lender; (b) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Advance made by any Participantit, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (iiexcept for Indemnified Taxes or Other Taxes covered by Section 2.14 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the Issuing Lender); or (c) impose on any Lender or the Issuing Lender or any Participant the London interbank market any other conditions relatingcondition, directly cost or indirectly, to expense affecting this Agreement or Eurodollar Rate Advances made by such Lender or any Letter of CreditCredit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender of making or maintaining any Eurodollar Advance (or of maintaining its obligation to make any such Advance), or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Participant Letter of issuing, Credit (or of maintaining its obligation to participate in or participating in to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any such Lender or the Issuing Lender hereunder (whether of principal, interest or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit other amount) then, within thirty (except for changes in the rate of tax on, or determined 30) days after demand by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Lender, the Borrower agrees to will pay to such Issuing Lender or such Participant the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or the Issuing Lender, as the case may be, for such Participant for additional costs incurred or reduction suffered. A certificate as to the amount of such increased cost or reduction in and detailing the amount receivable or reduction on the rate calculation of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate such cost submitted to the Borrower and the Administrative Agent by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis conclusive and binding for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallall purposes, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time the adoption or effectiveness after the Effective Date, the introduction date hereof of or any change in any applicable law, rule, rule or regulation, order, guideline or request or any change therein after the date hereof, or any change adopted or effective after the date hereof in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender Letter of Credit Issuer or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central bank or comparable agency adopted or effective after the date hereof shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender such Letter of Credit Issuer or participated in by any such Participant's participation therein, or (ii) impose on any Issuing Lender Letter of Credit Issuer or any Participant any other conditions relating, directly or indirectlyindirectly affecting this Agreement, to this Agreement or any Letter of CreditCredit or such Participant's participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender such Letter of Credit Issuer or any such 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 such Letter of Credit Issuer or any such 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below written demand to the Borrower by any Issuing Lender such Letter of Credit Issuer or any such Participant (a copy of which certificate notice shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), accompanied by the certificate described in the last sentence of this Section 2.05, the Borrower agrees shall, subject to Section 1.14, pay to such Issuing Lender Letter of Credit Issuer or such Participant such additional amount or amounts as will compensate such Issuing Lender Letter of Credit Issuer or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Letter of Credit Issuer or such Participant Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender Letter of Credit Issuer or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, Participant as aforesaid shall be final and conclusive and binding on the Borrower absent 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. (a) If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender BTCo or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender BTCo or participated in by any Participant, or (ii) impose on any Issuing Lender BTCo or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender BTCo or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender BTCo or any 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 net profits of such Issuing Lender BTCo or such Participant pursuant to the laws of 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, upon within 15 days of the delivery of the certificate referred to below to the Borrower by any Issuing Lender BTCo or any Participant (a copy of which certificate shall be sent by such Issuing Lender BTCo or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender BTCo or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender BTCo or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender BTCo or such Participant (a copy of which certificate shall be sent by such Issuing Lender BTCo or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender BTCo or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, Closing Date the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Agent, Issuing Lender, Lender or any Participant other Recipient with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of lawlaw or any change in GAAP), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any ParticipantLender, (ii) subject any Recipient to any Taxes (other than (A) Indemnified Taxes and (B) Excluded Taxes) on its loans, loan principal, letters of credit commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iiiii) impose on any Issuing Lender or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant Lender or any such other Recipient of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender, or Lender or any Participant other Recipient 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the applicable Borrower by any the respective Issuing Lender, Lender or any Participant other Recipient (a copy of which certificate demand shall be sent by such Issuing Lender, Lender or such Participant other Recipient to the Administrative Agent), the applicable Borrower agrees to shall pay to such Issuing Lender, Lender or such Participant other Recipient such additional amount or amounts as will compensate such Issuing Lender, Lender or such Participant other Recipient for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any ParticipantEach Recipient, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.10(i), will give prompt written notice thereof to the applicable Borrower, which notice shall include a certificate submitted to the applicable Borrower by such Issuing Lender or such Participant the respective Recipient (a copy of which certificate shall be sent by such Issuing Lender or such Participant Recipient to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Recipient, although failure to give any such notice shall not release or such Participantdiminish any Loan Party’s obligations to pay additional amounts pursuant to this Section 2.10(i). The certificate required to be delivered pursuant to this Section 3.06 2.10(i) shall, absent manifest error, be final and final, conclusive and binding on the BorrowerLoan Parties.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any 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 net profits of such the Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such the Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.6, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.6 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Closing Date, Facing Agent or any Lender determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred demand to below to the Borrower by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing In determining such additional amounts pursuant to the preceding sentence, Facing Agent or such Lender will act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable or reductions in rates of return relate to Facing Agent's or such Lender's letters of credit in general and are not specifically attributable to the Letters of Credit hereunder, use averaging and attribution methods which are reasonable and which cover all letters of credit similar to the Letters of Credit issued by or participated in by Facing Agent or such Lender whether or not the documentation for such other Letters of Credit permit Facing Agent or such Lender to receive amounts of the type described in this SECTION 2.9(i). Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06SECTION 2.9(i), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate Facing Agent or such Issuing Lender, although failure to give any such notice shall not release or diminish Borrower's obligations to pay additional amounts pursuant to this SECTION 2.9(i) provided that Borrower shall not be required to compensate a Lender or Facing Agent pursuant to this section for any increased costs or reductions incurred more than 180 days prior to the date that such ParticipantLender or Facing Agent, as the case may be, notifies Borrower of the additional amounts and of such Lender's or Facing Agent's intention to claim compensation therefor; PROVIDED FURTHER that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The certificate required to be delivered pursuant to this Section 3.06 SECTION 2.9(i) shall, absent manifest demonstrable error, be final and final, conclusive and binding on Borrower and Facing Agent or the BorrowerLender, as applicable.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall: (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Lender; (b)(i) subject any Lender or the Issuing Lender to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by any Participantit, or (ii) change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (in each case of clause (i) or (ii), except for Taxes or Other Taxes covered by Section 4.5 or Excluded Taxes and the imposition of, or any change in the rate of, any taxes payable by such Lender or the Issuing Lender described in Section 4.5(d)); or (c) impose on any Lender, the Issuing Lender or any Participant the London interbank market any other conditions relatingcondition, directly cost or indirectlyexpense affecting this Agreement, to this Agreement Eurodollar Rate Loans made by such Lender or any Letter of Credit; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Participant Letter of issuing, Credit (or of maintaining its obligation to participate in or participating in to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or receivable by any the Issuing Lender hereunder (whether of principal, interest or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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), other amount) then, upon the delivery request of the certificate referred to below to the Borrower by any Issuing such Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent)Lender, the Borrower agrees to Borrowers will pay to such Issuing Lender or such Participant the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or such Participant the Issuing Lender, as the case may be, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrowersuffered.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally accepted accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender Bank or such Participant Participant, or any franchise tax based on the net income or profits of such Bank or Participant, in either case 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), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Relevant Effective Date, the introduction of or any change in any applicable law, rule, rule or regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any an Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally accepted accounting principles, shall either (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any such Issuing Lender or participated in by any Participant, or (ii) impose on any such Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any respective Letter of Credit; , and the result of any of the foregoing is to increase the cost to any such Issuing Lender or any Participant of issuing, maintaining or participating in any such Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender or any Participant hereunder or reduce hereunder, then, upon demand to the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax on, or determined respective Revolving Borrower by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate notice shall be sent by such Issuing Lender or such Participant to the Administrative Agent), such Revolving Borrower shall, subject to the Borrower agrees provisions of Section 12.18 (to the extent applicable), pay to such Issuing Lender or such Participant such the additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the respective Revolving Borrower by such an Issuing Lender or such Participant a Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to Participant as aforesaid, shall be delivered pursuant to this Section 3.06 shallconclusive and binding on such Revolving Borrower, absent manifest error, be final and conclusive and binding on as to the Borroweramount thereof.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below to the Borrower Borrowers by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees Borrowers agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 BorrowerBorrowers. For the avoidance of doubt, this Section shall not apply with respect to any cost or condition relating to taxes.

Increased Costs. If at any time (a) If, after the Effective Datedate hereof, the introduction Administrator, any Purchaser, any Purchaser Agent, any Liquidity Provider or any Program Support Provider or any of their respective Affiliates (each an “Affected Person”) reasonably determines that the existence of or compliance with: (i) FIN 46 and Subsequent Statements and Interpretations, (ii) any change in any applicable law, rule, regulation, order, guideline generally accepted accounting principle or request any change therein or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration application thereof, or compliance by (iii) any Issuing Lender or any Participant with any request request, guideline or directive by the NAIC from any central bank or by any such other Governmental Authority (whether or not having the force of law), shall either ) issued or adopted or occurring after the date hereof affects or would have the effect of (ix) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce increasing the amount of any sum received capital required or receivable expected to be maintained by any Issuing Lender such Affected Person or any Participant hereunder or reduce such Affected Person’s holding company, if any, (y) reducing the rate of return on its such Affected Person’s capital with respect or on the capital of such Affected Person’s holding company, if any, to Letters a level below that which such Affected Person or such Affected Person’s holding company could have achieved but for such change in law or (z) causing an internal capital or liquidity charge or other imputed cost to be assessed upon such Affected Person or Affected Person’s holding company, if any, and such Affected Person determines that the amount of such increase in capital, reduction in rate of return on capital or capital or liquidity charges suffered is based upon the existence of any Commitment to make Purchases of (or otherwise to maintain the investment in) Pool Receivables or issue any Letter of Credit (except for changes in the rate of tax onor any related liquidity facility, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws credit enhancement facility and other commitments of 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)same type, then, upon the delivery of the certificate referred to below demand by such Affected Person (with a copy to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative AgentAdministrator), the Borrower agrees Seller shall promptly pay such Affected Person, from time to pay time as specified by such Affected Person, additional amounts sufficient to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or Affected Person for both increased costs and maintenance of bargained for yield in the light of such Participant for circumstances, to the extent that such increased cost or Affected Person reasonably determines such increase in capital, reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender capital or any Participant, upon determining that any additional amounts will capital or liquidity charges to be payable to it pursuant to this Section 3.06, will give prompt written notice thereof allocable to the Borrower, which notice shall include a existence of any of such commitments. A certificate as to such amounts submitted to the Borrower Seller and the Administrator by such Issuing Lender or such Participant (a copy of which certificate Affected Person shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis conclusive and binding for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallall purposes, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at Borrower agrees to pay Lender additional amounts to compensate Lender for any time increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrower as a result of any change after the Effective Date, the introduction of or any change date hereof in any applicable lawLaw, ruleregulation or treaty, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing domestic or foreign court, changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on or measured by the net income or receipts of Lender or any Participant with any request or directive franchise tax imposed on Lender). Any amount payable by Borrower under this Article 8 shall be paid within five (5) days of receipt by Borrower of a notice by Lender setting forth the NAIC or by amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrower, absent manifest error. Failure on the part of Lender to demand payment from Borrower for any such Governmental Authority (whether amount attributable to any particular period shall not constitute a waiver of Lender’s right to demand payment of such amount for any subsequent or not having prior period. In the force event of law)the enactment after the date hereof of any Law of the state in which the Project is located or of any other governmental entity deducting from the value of the Project for the purpose of taxing any lien or security interest thereon, or imposing upon Lender the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Borrower, or changing in any way the Laws relating to the taxation of deeds of trust, mortgages or security agreements or debts secured by deeds of trust, mortgages or security agreements or the interest of the beneficiary, mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to adversely affect the Security Instrument or the Indebtedness or Lender, then, and in any such event, Borrower, upon demand by Lender, shall either pay such taxes, assessments, charges or liens, or reimburse Lender therefor; provided, however, that if in the opinion of counsel for Lender (ia) impose, modify or it might be unlawful to require Borrower to make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participantsuch payment, or (iib) impose on any Issuing the making of such payment might result in the imposition of interest beyond the maximum amount permitted by Law, then and in either such event, Lender or any Participant any other conditions relatingmay elect, directly or indirectlyby notice in writing given to Borrower, to declare all of the Indebtedness to be and become due and payable in full thirty (30) days from the giving of such notice, and, in connection with the payment of such Indebtedness, no prepayment premium or fee shall be due unless, at the time of such payment, an Event of Default or a Default shall have occurred under this Agreement or any Letter of Credit; and the result of any of the foregoing other Loan Documents, which Default or Event of Default is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant unrelated to the laws provisions of this Section 8.2, in which event any applicable prepayment premium or fee in accordance with the terms of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate Note shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final due and conclusive and binding on the Borrowerpayable.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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, other than Taxes) or determined by reference to, the net income or net profits of such (c) subject any Issuing Lender or such any Participant pursuant to the laws any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereindefinition of Excluded Taxes and (z) Connection Income Taxes), then, upon the delivery of the certificate referred to below to the Borrower Agent by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower Agent agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerBorrower Agent, which notice shall include a certificate submitted to the Borrower Agent by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 BorrowerBorrower Agent.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender Bank or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender Bank or any such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Each Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below written demand to the Borrower Borrower, as the case may be, by any such Issuing Lender or any such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees shall, subject to the provisions of Section 13.17 (to extent applicable), pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for (x) taxes with respect to which additional amounts are paid pursuant to Section 4.04 or (y) 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 Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (i) impose, modify or make deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate), special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued extended by any Issuing Lender or participated in by any ParticipantLender or any Issuing Lender; (ii) subject any Lender or any Issuing Lender to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any LIBOR Loan made by it, or change the basis of taxation of payments to such Lender or such Issuing Lender in respect thereof (iiexcept for Indemnified Taxes covered by Section 7.6 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or such Issuing Lender); or (iii) impose on any Lender or any Issuing Lender or any Participant the London interbank market any other conditions relatingcondition, directly cost or indirectly, to expense affecting this Agreement or LIBOR Loans made by such Lender or any Letter of CreditCredit or participation therein; and the result of any of the foregoing anything described in clauses (i) through (iii) above is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any Loan the interest on which is determined by reference to the LIBOR Rate (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such Issuing Lender of participating in, issuing or maintaining any Participant Letter of issuing, Credit (or of maintaining its obligation to participate in or participating in to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any Issuing such Lender (or any Participant hereunder its LIBOR Office) 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 net profits of such Issuing Lender under this Agreement or under its Note with respect thereto (whether of principal, interest or any other amount), then upon demand by such Lender or such Participant pursuant to Issuing Lender (which demand shall be accompanied by a statement setting forth the laws basis for such demand and a calculation of the jurisdiction amount thereof in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)reasonable detail, then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant furnished to the Administrative Agent), the Borrower agrees to pay Company shall pay, within ten (10) Business Days of receipt of such demand, directly to such Issuing Lender or such Participant Issuing Lender, as applicable, such additional amount or amounts as will compensate such Issuing Lender or such Participant Issuing Lender, as applicable, for such increased cost or reduction in such reduction, so long as such amounts have accrued on or after the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof day which is one hundred and eighty (180) days prior to the Borrower, date on which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Lender, setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallas applicable, absent manifest error, be final and conclusive and binding on the Borrowerfirst made demand therefor.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 onwith respect to any Tax, or determined which shall be governed solely by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 5.04), then, upon the delivery of the certificate referred to below to the Borrower Borrowers by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees applicable Loan Parties whose Revolving Loans are subject to such increased costs jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof Law by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in GAAP, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes Credit, but without duplication of any amounts payable in the rate respect of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant taxes pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall: (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Lender; (b) subject any Lender or the Issuing Lender to any tax of any kind whatsoever other than any Excluded Tax with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by any Participantit, or change the basis of taxation of payments to such Lender or the Issuing Lender in respect thereof (iiexcept for Taxes or Other Taxes covered by Section 4.5 or Excluded Taxes and the imposition of, or any change in the rate of, any taxes payable by such Lender or the Issuing Lender described in Sections 4.5(d)); or (c) impose on any Lender, the Issuing Lender or any Participant the London interbank market any other conditions relatingcondition, directly cost or indirectlyexpense affecting this Agreement, to this Agreement Eurodollar Rate Loans made by such Lender or any Letter of Credit; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or the Issuing Lender of participating in, issuing or maintaining any Participant Letter of issuing, Credit (or of maintaining its obligation to participate in or participating in to issue any Letter of Credit), or to reduce the amount of any sum received by such Lender or receivable by any the Issuing Lender hereunder (whether of principal, interest or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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), other amount) then, upon the delivery request of the certificate referred to below to the Borrower by any Issuing such Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent)Lender, the Borrower agrees to Borrowers will pay to such Issuing Lender or such Participant the Issuing Lender, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or such Participant the Issuing Lender, as the case may be, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrowersuffered.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall: (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Lender (except any reserve requirement reflected in the Adjusted Eurodollar Rate) or the Issuing Bank; (b) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Loan made by any Participantit, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (iiexcept for Taxes or Other Taxes covered by Section 6.8 and the imposition of, or any change in the rate of, any taxes payable by such Lender or the Issuing Bank described in Section 6.8 hereof); or (c) impose on any Issuing Lender or any Participant the Issuing Bank or the London interbank market any other conditions relatingcondition, directly cost or indirectly, to expense affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender of making or maintaining any Issuing Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Participant Letter of issuing, Credit (or of maintaining its obligation to participate in or participating in to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any Issuing such Lender or any Participant the Issuing Bank hereunder or reduce the rate (whether of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onprincipal, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located interest or any subdivision thereof or therein), other amount) then, upon the delivery request of the certificate referred to below to the Borrower by any Issuing such Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent)Bank, the Borrower agrees to Borrowers will pay to such Issuing Lender or such Participant the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or such Participant the Issuing Bank, as the case may be, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrowersuffered.

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 onwith respect to any Tax, or determined which shall be governed solely by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 5.04), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees U.S. Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 BorrowerU.S. Borrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except but excluding, for changes these purposes, any Taxes payable or subject to indemnification or reimbursement under Section 5.04 and the imposition of or a change in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinExcluded Taxes), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such ParticipantParticipant and certifying to the Company that such Issuing Lender or such Participant has made such determination with respect to similarly-situated borrowers. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, Closing Date the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Facing Agent or any Participant Lender with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law)) or any change in GAAP, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender 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 any such case by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located an amount deemed material by Facing Agent or any subdivision thereof or therein)such Lender, then, upon the delivery of the certificate referred to below demand to the Borrower Company by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to Company shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender Facing Agent or such Participant Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.10(i), will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Facing Agent or such ParticipantLender, although failure to give any such notice shall not release or diminish the Company's obligations to pay additional amounts pursuant to this Section 2.10(i). The certificate required to be delivered pursuant to this Section 3.06 2.10(i) shall, absent manifest error, be final and final, conclusive and binding on the BorrowerCompany.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any 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 net profits of such the Issuing Lender or such Participant pursuant to the laws of 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, upon within 30 days after the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such 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.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinTaxes and Excluded Taxes), then, upon within 10 days after the delivery of the certificate referred to below to the Borrower Borrowers by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the U.S. Borrowers (jointly and severally with respect to U.S. Borrower agrees Obligations) and the Dutch Borrowers (jointly and severally with respect to Dutch Borrower Obligations) agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant; provided that the Borrowers shall not be required to compensate any Issuing Lender or Participant pursuant to this Section 3.06 for any increased costs or reductions incurred more than 180 days prior to the date that such Issuing Lender or Participant notifies the Company of the change giving rise to such increased costs or reductions and of such Issuing Lender’s or Participant’s intention to claim compensation therefor; provided, further, that, if the change giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant Participant, or any corporation controlling such Person, with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant Participant, or any corporation controlling such Person, any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender Bank or such Participant Participant, or any corporation controlling such Person, or any franchise tax based on the net income or profits of such Bank or Participant, or any corporation controlling such Person, in either case 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), but without duplication of any amounts payable in respect of taxes pursuant to Section 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rulerule or regulation (including without limitation those announced or published prior to the date of this Agreement), regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC any governmental authority, central bank or any Governmental Authority comparable authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), ) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued issued, or participated in, by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to affecting this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any the Issuing Lender Bank or any the Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon within 10 days of the delivery receipt of the certificate referred to below (which certificate shall be given by the respective Issuing Bank or Participant promptly after it determines such increased cost or reduction is applicable to Letters of Credit or its participation therein) to the Borrower by any the respective Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to Participant as aforesaid shall be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerBorrower absent manifest error.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Authority, central bank or comparable agency (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy adequacy, liquidity or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; , or (iii) subject any Issuing Lender or Participant to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on any Letter of Credit, and the result of any of the foregoing is to increase the cost to any Issuing Lender Lender, any Agent, or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit Credit, then within fifteen (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery 15) Business Days after receipt of the certificate referred to below to the by Borrower by from any Issuing Lender Lender, any Agent, or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower Borrower, subject to the provisions of Section 2.11(b) (to the extent applicable), agrees to pay to such Issuing Lender Lender, such Agent, or such Participant such additional amount or amounts as will compensate such Issuing Lender Lender, such Agent, or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalcapital on such liquidity requirements. Any In determining such additional amounts, each Issuing Lender Lender, Agent or any Participant, as the case may be, will act reasonably and in good faith and will use averaging and attribution methods which are reasonable and customary; provided that such Issuing Lender’s, Agent’s or Participant’s determination of compensation owing under this Section 3.06 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Issuing Lender, Agent or Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Lender, Agent or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borroweramounts.

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either Law shall: (i) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Lender or the Issuing Bank; (ii) subject any Lender or the Issuing Bank to any tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by any Participantit, or change the basis of taxation of payments to such Lender or the Issuing Bank in respect thereof (iiexcept for Non-Excluded Taxes and taxes measured by or imposed upon net income, or franchise taxes, or taxes measured by or imposed upon overall capital or net worth, or branch taxes (in the case of such capital, net worth or branch taxes, imposed in lieu of such net income taxes); or (iii) impose on any Issuing Lender or any Participant the Issuing Bank or the London interbank market any other conditions relatingcondition, directly cost or indirectlyexpense (in each case, to excluding any taxes of any kind whatsoever) affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit; Credit or participation therein, and the result of any of the foregoing is shall be to increase the cost to such Lender by an amount such Lender deems to be material of making or maintaining any Issuing Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the Issuing Bank of participating in, issuing or maintaining any Participant Letter of issuing, Credit (or of maintaining its obligation to participate in or participating in to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any Issuing such Lender or any Participant hereunder or reduce the rate Issuing Bank in respect thereof (whether of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onprincipal, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located interest or any subdivision thereof or therein), other amount) then, upon the delivery request of the certificate referred to below to the Borrower by any Issuing such Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent)Bank, the Borrower agrees to Borrowers will pay to such Issuing Lender or such Participant the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or such Participant the Issuing Bank, as the case may be, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrowersuffered.

Increased Costs. If at any time after the Effective Date, the introduction adoption or effectiveness of or any change in any applicable law, rule, rule or regulation, orderor any change therein, guideline or request or any change in the interpretation or administration thereof by the NAIC any governmental authority, central lender or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender Letter of Credit Issuer or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central lender or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Letter of Credit Issuer or participated in by any such Participant’s participation therein, or (ii) shall impose on any Issuing Lender Letter of Credit Issuer or any Participant any other conditions relatingaffecting this Agreement, directly or indirectly, to this Agreement or any Letter of CreditCredit or such Participant’s participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender Letter of Credit Issuer or any such 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 Letter of Credit Issuer or such Participant hereunder (other than, in the case of a change in the basis of taxation of payments to a Letter of Credit Issuer or Participant of the principal of or interest on the Loans or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for other amounts payable hereunder, changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Letter of Credit Issuer or such Participant pursuant to the laws of imposed by the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinlocated), then, upon the delivery of the certificate referred to below demand to the Borrower by any Issuing Lender Letter of Credit Issuer or any such Participant (a copy of which certificate notice shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Letter of Credit Issuer or such Participant such additional amount or amounts as will compensate such Issuing Lender Letter of Credit Issuer or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Letter of Credit Issuer or such Participant Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender Letter of Credit Issuer or such Participant. The certificate required to Participant as aforesaid shall be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 1A.06 upon the subsequent receipt thereof.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally acceptable accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit issued Credit issued, or Acceptances created, by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or Agreement, any Letter of CreditCredit or any Acceptance created thereunder; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of CreditCredit or any Acceptance created thereunder, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit or Acceptances created thereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant Participant, or any franchise tax based on the net income or net profits of such Lender or Participant, in either case 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), but without duplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), then, upon the delivery of the certificate referred to below demand to the Borrower Borrowers by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the BorrowerBorrowers, which notice shall include a certificate submitted to the Borrower Borrowers by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after Requirement of Law, including the Effective Date, the introduction adoption of or any change in any applicable law, rule, regulation, order, guideline law or request regulation or in the interpretation thereof after the date hereof by any court or administration thereof by the NAIC administrative or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), thereof shall either (i) impose, modify or make deem applicable any reserve, deposit, capital adequacy special deposit or similar requirement against letters Letters of credit Credit issued by any the Issuing Lender or participated in by any Participant, the Lenders or (ii) impose on any Lender or the Issuing Lender any other condition (including, for the avoidance of doubt, the imposition of any taxes of any kind or a change in the basis of taxation of payments to any Lender or the Issuing Lender of principal, commitment fee, interest or any Participant any other conditions relating, directly amount payable hereunder (other than Non-Excluded Taxes or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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, on the overall net income of the Lender or net profits Issuing Lender)) regarding any Letter of such Credit, and the result of any event referred to in clauses (i) or (ii) above shall be to increase the cost to the Issuing Lender or any Lender of issuing or maintaining such Participant pursuant to Letter of Credit (or its participation therein, as the laws case may be) (which increase in cost shall be the result of the jurisdiction in which it is organized Issuing Lender’s or in which its principal office or applicable lending office is located or any subdivision thereof or thereinsuch Lender’s reasonable allocation of the aggregate of such cost increases resulting from such events), then, upon notice to it from the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant Lender (with a copy to the Administrative Agent)) certifying that (x) one of the events herein above described has occurred and the nature of such event, (y) the increased cost or reduced amount resulting from such event and (z) the additional amounts demanded by the Issuing Lender or such Lender, as the case may be, and a reasonably detailed explanation of the calculation thereof, the Borrower agrees to shall promptly pay to such Issuing Lender or such Participant such additional amount or amounts Lender, as will compensate such Issuing Lender the case may be, from time to time as specified by the Administrative Agent or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary sufficient to compensate such Issuing Lender or such Participant. The certificate Lender for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at the rate provided in subsection 3.3; provided that the Borrower shall not be required to be delivered compensate a Lender or an Issuing Lender pursuant to this Section 3.06 shallsubsection 3.7 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such Issuing Lender, as the case may be, notifies the Company of the Change in Law giving rise to such increased costs and of such Lender’s or such Issuing Lender’s intention to claim compensation therefor. A certificate as to the fact and amount of such increased cost incurred by the Issuing Lender or such Lender as a result of any event mentioned in clauses (i) or (ii) above, submitted by the Issuing Lender or such Lender to the Borrower, shall be conclusive, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. (a) If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (i) (A) impose, modify or make deem applicable any reservereserve (including pursuant to regulations issued from time to time by the Federal Reserve Board for determining the maximum reserve requirement (including any emergency, special, supplemental or other marginal reserve requirement) with respect to eurocurrency funding (currently referred to as “Eurocurrency liabilities” in Regulation D)), special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Senior Lender or the Revolving LC Issuing Bank, (B) subject the P1 Administrative Agent, the Revolving LC Issuing Bank, or any Senior Lender or any other recipient of any payment to be made by or on account of any ParticipantObligation of the Borrower to any Taxes (other than (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes, and (z) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (iiC) impose on any Senior Lender or the Revolving LC Issuing Bank any other condition, cost or expense (other than Taxes) affecting this Agreement or Senior Loans made by such Senior Lender or any Participant Revolving LC or participation in any other conditions relatingsuch Senior Loan or Revolving LC, directly or indirectly, to this Agreement or any Letter of Credit; and (ii) the result of any of the foregoing is shall be to increase the cost to such Person of making, converting to, continuing or maintaining any Issuing Lender Senior Loan or Revolving LC (or of maintaining its obligation to make any Participant of issuing, maintaining such Senior Loan or participating in any Letter of Credit, Revolving LC) to the Borrower or to reduce the amount of any sum received or receivable by any Issuing Lender such Person hereunder (whether of principal, interest or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinother amount), then, upon the delivery of the certificate referred to below to then the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to will pay to such Issuing Lender or such Participant Person such additional amount or amounts as will compensate such Issuing Lender or such Participant Person for such increased cost additional costs incurred or reduction in suffered (except to the amount receivable or reduction on extent the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it Borrower is excused from payment pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent5.4), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time (a) If, after the 2019 Restatement Effective Date, the introduction of adoption of, or any change in in, any applicable lawLaw, rule, regulation, order, guideline or request or any change in the interpretation or administration thereof of any applicable Law by the NAIC or any Governmental Authority Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) of any such authority, shall either central bank or comparable agency: (i) shall impose, modify or make deem applicable any reservereserve (including any reserve imposed by the FRB), deposit, capital adequacy special deposit or similar requirement against letters of assets of, deposits with or for the account of, or credit issued extended by any Issuing Lender or participated in by any Participant, or Lender; (ii) shall impose on any Issuing Lender or any Participant any other conditions relatingcondition affecting its Eurocurrency Loans, directly CDOR Loans or indirectlyBBR Loans, its Note or its obligation to this Agreement make Eurocurrency Loans, CDOR Loans or BBR Loans or its participations in Letters of Credit or (iii) subject any Letter Lender to any taxes (other than (A) Taxes on or in relation to any amounts received or receivable under Loan Documents, (B) Excluded Taxes and (C) Other Taxes) 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 anything described in clauses (i), (ii) and (iii) above is to increase the cost to any Issuing (or to impose a cost on) such Lender (or any Participant lending office, as applicable, of issuingsuch Lender) of making or maintaining any Eurocurrency Loan, maintaining CDOR Loan or participating in any Letter of CreditBBR Loan, or to reduce the amount of any sum received or receivable by any Issuing such Lender (or any Participant hereunder its lending office, as applicable) under this Agreement or reduce the rate of return on under its capital Note with respect to Letters of Credit thereto, then upon demand by such Lender (except which demand shall be accompanied by a statement setting forth the basis for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws demand and a calculation of the jurisdiction amount thereof in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein)reasonable detail, then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant furnished to the Administrative Agent), the Borrower agrees to Company shall pay directly to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in such reduction, so long as such amounts have accrued on or after the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof day which is 180 days prior to the Borrower, date on which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrowerfirst made demand therefor.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits or capital or franchise taxes imposed in lieu thereof of such Issuing Lender or such Participant or, in the case of an Issuing Lender or Participant that is a flow-through entity for tax purposes, a member or a partner of such Issuing Lender or Participant, pursuant to the 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 or any subdivision thereof or thereinlocated), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees agrees, subject to the provisions of Section 13.17, to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital, it being agreed that this Section 2.06 shall not apply to Taxes which are the subject of Section 4.04(a). Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall: (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, special deposit, capital adequacy compulsory loan, insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by any Participantby, Agent, Lenders or L/C Issuer; (iib) impose on any Issuing Lender subject Agent, Lenders or any Participant L/C Issuer to any other conditions relating, directly or indirectly, tax with respect to this Agreement or Agreement, any LIBOR Loan, any Letter of Credit, or any participation in a Letter of Credit, or change the basis of taxation of any payments to Agent, such Lender or any L/C Issuer in respect thereof or change the basis of taxation of payments to Agent, Lenders or L/C Issuer in respect thereof (except for Taxes or Other Taxes covered by Section 4.7 and the imposition of, or any change in the rate of, any taxes payable by Agent or Lenders described in Section 4.7); or (c) impose on Agent, Lenders or L/C Issuer or the London interbank market any other condition, cost or expense affecting this Agreement or LIBOR Loans made by Agent or Lenders or participation therein, and the result of any of the foregoing is shall be to increase the cost to Agent or Lenders of making or maintaining any Issuing Lender LIBOR Loan (or of maintaining their obligation to make any Participant of issuing, maintaining or participating in any Letter of Creditsuch LIBOR Loan), or to increase the cost to Agent, Lenders or L/C Issuer or to reduce the amount of any sum received or receivable by any Issuing Lender Agent, Lenders or L/C Issuer hereunder (whether of principal, interest or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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), other amount) then, upon the delivery request of the certificate referred to below to the Agent, Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to will pay to such Issuing Lender Agent, Lenders or such Participant L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Issuing Lender Agent, Lenders or such Participant L/C Issuer, as the case may be, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrowersuffered.

Increased Costs. If If, at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any LC Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any such Issuing Lender Bank or participated in by any such LC Participant, or (ii) impose on any such Issuing Lender Bank or any such LC Participant any other conditions relating, directly or indirectly, to this Credit Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any such Issuing Lender Bank or any such LC Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender Bank or any such LC 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 net profits of such Issuing Lender Bank or such LC Participant pursuant to the laws of 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, upon the delivery at any time within 180 days after the date on which an officer of the Issuing Bank or LC Participant, as the case may be, responsible for overseeing this Credit Agreement knows or has reason to know of its right to additional compensation under this SECTION 3.6, of the certificate referred to below to the Borrower Funds Administrator by any such Issuing Lender Bank or any Participant such LC Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Bank or such LC Participant to the Administrative Agent), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender Bank or such LC Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such LC Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital; PROVIDED, that if such Issuing Bank or such LC Participant, as the case may be, fails to deliver such demand within such 180-day period, such entity shall only be entitled to additional compensation for any such costs incurred from and after the date that is 180 days prior to the date the Borrowers received such demand. Any Issuing Lender Bank or any LC Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06SECTION 3.6, will give prompt written notice thereof to the BorrowerFunds Administrator, which notice shall include a certificate submitted to the Borrower Funds Administrator by such the Issuing Lender Bank or such LC Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such LC Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such LC Participant. The Any certificate required to be delivered pursuant to this Section 3.06 SECTION 3.6 shall, absent manifest demonstrable error, be final and conclusive and binding on the BorrowerBorrowers.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority Law shall: (whether or not having the force of law), shall either (ia) impose, modify or make deem applicable any reserve, depositspecial deposit compulsory loan, capital adequacy insurance charge or similar requirement against letters of assets of, deposits with or for the account of, or credit issued by any Issuing Lender extended or participated in by, any Lender (except any reserve requirement contemplated by Section 3.06); (b) subject any ParticipantLender or L/C Issuer (after the date on which such Lender or L/C Issuer became a Lender or L/C Issuer, as applicable) to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (iic) impose on any Issuing Lender or the L/C Issuer or any Participant applicable interbank market any other conditions relatingcondition, directly cost or indirectly, to expense (other than Taxes) affecting this Agreement or Eurocurrency Rate Loans or Term SOFR Loans, as applicable, made by such Lender or any Letter of CreditCredit or participation therein; and the result of any of the foregoing is shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Issuing Lender Loan or of maintaining its obligation to make any Participant such Loan, or to increase the cost to such Lender, or such L/C Issuer of issuingparticipating in, issuing or maintaining any Letter of Credit (or participating of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by any Issuing such Lender or any Participant L/C Issuer hereunder or reduce the rate (whether of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onprincipal, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located interest or any subdivision thereof or therein), other amount) then, upon the delivery request of the certificate referred to below to the Borrower by any Issuing such Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)L/C Issuer, the Borrower agrees to will pay to such Issuing Lender or such Participant L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or such Participant L/C Issuer, as the case may be, for such increased cost additional costs incurred or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing suffered; provided further that no Lender or any Participant, upon determining that any additional L/C Issuer shall make a demand for payment hereunder unless such Lender is also making demand for reimbursement of the relevant amounts will be payable to it pursuant to this from similarly situated borrowers under comparable syndicated credit facilities. Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrower3.05.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, (ii) impose any Taxes (other than (A) Indemnified Taxes, or (iiB) Taxes in clauses (iib) – (vd) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, on its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose on any Issuing Lender or any Participant any other conditions (other than Taxes) relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time after the Original Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally acceptable accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, Credit or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent) and subject to the provisions of Section 13.15 (to the extent applicable), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction or effectiveness of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes other than (1) Indemnified Taxes covered in the rate of tax onSection 5.04(a), or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of 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(2) Excluded Taxes and (3) Other Connection Taxes), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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. Notwithstanding anything to the contrary in this Section 3.06, the Borrower shall not be required to compensate any Issuing Lender or Participant pursuant to this Section 3.06 for any amounts incurred more than 180 days prior to the date that such Person notifies the Borrower of such Person’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such 180-day period shall be extended to include the period of such retroactive effect.

Increased Costs. If at any time after the Restatement Effective --------------- Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally accepted accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender 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, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at Borrower agrees to pay Lender additional amounts to compensate Lender for any time increase in its actual costs incurred in maintaining the Loan or any portion thereof outstanding or for the reduction of any amounts received or receivable from Borrower as a result of any change after the Effective Date, the introduction of or any change date hereof in any applicable lawLaw, ruleregulation or treaty, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing domestic or foreign court, changing the basis of taxation of payments under this Agreement to Lender (other than taxes imposed on or measured by the net income or receipts of Lender or any Participant with any request or directive franchise tax imposed on Lender). Any amount payable by Borrower under this Article 8 shall be paid within five (5) days of receipt by Borrower of a notice by Lender setting forth the NAIC or by amount due and the basis for the determination of such amount, which statement shall be conclusive and binding upon Borrower, absent manifest error. Failure on the part of Lender to demand payment from Borrower for any such Governmental Authority (whether amount attributable to any particular period shall not constitute a waiver of Lender's right to demand payment of such amount for any subsequent or not having prior period. In the force event of law)the enactment after the date hereof of any Law of the state in which the Project is located or of any other governmental entity deducting from the value of the Project for the purpose of taxing any lien or security interest thereon, or imposing upon Lender the payment of the whole or any part of the taxes or assessments or charges or liens herein required to be paid by Borrower, or changing in any way the Laws relating to the taxation of deeds of trust, mortgages or security agreements or debts secured by deeds of trust, mortgages or security agreements or the interest of the beneficiary, mortgagee or secured party in the property covered thereby, or the manner of collection of such taxes, so as to adversely affect the Security Instrument or the Indebtedness or Lender, then, and in any such event, Borrower, upon demand by Lender, shall either pay such taxes, assessments, charges or liens, or reimburse Lender therefor; provided, however, that if in the opinion of counsel for Lender (ia) impose, modify or it might be unlawful to require Borrower to make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participantsuch payment, or (iib) impose on any Issuing the making of such payment might result in the imposition of interest beyond the maximum amount permitted by Law, then and in either such event, Lender or any Participant any other conditions relatingmay elect, directly or indirectlyby notice in writing given to Borrower, to declare all of the Indebtedness to be and become due and payable in full thirty (30) days from the giving of such notice, and, in connection with the payment of such Indebtedness, no prepayment premium or fee shall be due unless, at the time of such payment, an Event of Default or a Default shall have occurred under this Agreement or any Letter of Credit; and the result of any of the foregoing other Loan Documents, which Default or Event of Default is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant unrelated to the laws provisions of this Section 8.2, in which event any applicable prepayment premium or fee in accordance with the terms of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate Note shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shall, absent manifest error, be final due and conclusive and binding on the Borrowerpayable.

Increased Costs. (a) If at any time after the Effective DatePurchaser Agent, any Purchaser, the introduction Agent, any Liquidity Bank, any Related CP Issuer, 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 law or regulation or any change therein or in the administration, interpretation, application or implementation thereof by any applicable lawGovernmental Authority or Official Body, in each case adopted, issued, taking effect or occurring after the date hereof or (ii) any request, rule, regulation, order, guideline or request directive from any central bank or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority other Official Body (whether or not having the force of law)) issued, shall either occurring or first applied after the date of this Agreement (ieach, a “Regulatory Change”) impose, modify (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 commitment to make applicable any reserve, deposit, capital adequacy purchases of or similar requirement against letters of credit issued by any Issuing Lender or participated otherwise to maintain the investment in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, Pool Receivables related to this Agreement or any Letter related liquidity facility or credit enhancement facility and other commitments of Credit; and the same type, or (B) imposes, modifies or deems applicable any reserve, assessment, fee, tax, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or liabilities of any Affected Person, or credit extended by an Affected Person pursuant to this Agreement or any Liquidity Agreement or Program Support Agreement, the result of any of the foregoing which is to increase the cost to any Issuing Lender an Affected Person of performing its obligations under this Agreement or any Participant of issuing, maintaining Liquidity Agreement or participating in any Letter of CreditProgram Support Agreement, or to reduce the rate of return on an Affected Person’s capital or assets as a consequence of its obligations I\5470084.2 under this Agreement or any Liquidity Agreement or Program Support Agreement, or to reduce the amount of any sum received or receivable by any Issuing Lender an Affected Person under this Agreement or any Participant hereunder Liquidity Agreement or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onProgram Support Agreement, or determined to require any payment calculated by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws amount of the jurisdiction in which it is organized interests or in which its principal office loans held or applicable lending office is located interest received by it, under this Agreement or any subdivision thereof Liquidity Agreement or therein)Program Support Agreement, then, upon the delivery of the certificate referred to below written demand by such Affected Person (with a copy to the Borrower by any Issuing Lender or any Participant Agent and the applicable Purchaser Agent (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agentif any)), the Borrower agrees to Seller shall immediately pay to the Agent, for the account of such Issuing Lender or Affected Person, from time to time as specified by such Participant such Affected Person, additional amount or amounts as will sufficient to compensate such Issuing Lender or Affected Person in the light of such Participant for circumstances, to the extent that such increased cost Affected Person reasonably determines such increase in capital, increase in costs or reduction in the amount sum received or receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will to be payable to it pursuant to this Section 3.06, will give prompt written notice thereof allocable to the Borrowerexistence of any of such commitments or maintenance of its investment in the Pool Receivables and such Affected Person requires such compensation from substantially all similarly situated sellers, which notice borrowers or 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 include a notify the Seller in writing of the same and whether such Affected Person will request that the Seller indemnify it for such circumstance (and the Seller shall not be obligated to indemnify any Affected Person for any period in excess of 30 days prior to receipt of such notice). A certificate as to such amounts shall be submitted to the Borrower Seller, the Agent and the applicable Purchaser Agent (if any) by such Issuing Lender or such Participant (a copy of which certificate Affected Person and shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis conclusive and binding for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 shallall 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 United States or foreign regulatory authorities, shall in each case be final and conclusive and binding on deemed to have been introduced as of the Borrowerdate after the date hereof, thereby constituting a Regulatory Change hereunder, regardless of the date enacted, adopted or issued.

Increased Costs. If at any time after the Restatement Effective --------------- Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender Bank or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Participant, the Borrower agrees shall, subject to the provisions of Section 13.17 (to the extent applicable), pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The In determining such additional amounts, each Issuing Bank and each Participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Closing Date, any Facing Agent or any Lender determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing such Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender Facing Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred demand to below to the Borrower by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender Facing Agent or such Participant Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. In determining such additional amounts pursuant to the preceding sentence, such Facing Agent or such Lender will act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable or reductions in rates of return relate to such Facing Agent's or such Lender's letters of credit in general and are not specifically attributable to the Letters of Credit hereunder, use averaging and attribution methods which are reasonable and which cover all letters of credit similar to the Letters of Credit issued by or participated in by such Facing Agent or such Lender whether or not the documentation for such other Letters of Credit permit such Facing Agent or such Lender to receive amounts of the type described in this Section 2.9(i). Any Issuing Lender Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.9(i), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Facing Agent or such Lender, although failure to give any such notice shall not release or diminish Borrower's obligations to pay additional amounts pursuant to this Section 2.9(i) provided that Borrower shall not be required to compensate a Lender or a Facing Agent pursuant to this section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or such ParticipantFacing Agent, as the case may be, notifies Borrower of the additional amounts and of such Lender's or Facing Agent's intention to claim compensation therefor; provided further that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof. The certificate required to be delivered pursuant to this Section 3.06 2.9(i) shall, absent manifest demonstrable error, be final and final, conclusive and binding on Borrower and the BorrowerFacing Agent or the Lender, as applicable.

Increased Costs. (a) If at the Administrative Agent, any Lender, Committed Lender or other Program Support Provider or any of their respective Affiliates (each an “Affected Person”) determines that any Regulatory Change (as defined below) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Affected Person, and such Affected Person determines that such Regulatory Change has or would have the effect of reducing the rate of return on capital of such Affected Person (or its parent) as a consequence of such Affected Person’s obligations hereunder or with respect hereto to a level below that which such Affected Person (or its parent) could have achieved but for such Regulatory Change (an “Increased Cost”), then, upon demand by such Affected Person (with a copy to the Administrative Agent), the Borrower shall promptly (and in any event within ten (10) days) pay to the Administrative Agent for the account of such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person in light of such circumstances, to the extent that such Affected Person determines such reduction in the rate of return to be allocable to the existence of such Affected Person’s obligations hereunder or with respect hereto. Each Affected Person shall notify the Borrower upon becoming aware of any event which is reasonably likely to result in a Regulatory Change; provided, however, that failure to so notify the Borrower of any such event shall not affect such Affected Person’s right to compensation under this Section 1.7 or any other provision of this Agreement. A certificate (with supporting documentation if available and applicable) as to such amounts submitted to the Borrower and the Administrative Agent by such Affected Person shall be rebuttable, presumptive evidence of such amounts so owing. The term “Regulatory Change” means (a) the adoption of any law, rule or regulation after the Effective Closing Date, the introduction of or (b) any change in any applicable law, rule, regulation, order, guideline rule or request regulation or in the interpretation or administration application thereof by the NAIC or any Governmental Authority charged with after the interpretation Closing Date or administration thereof, or (c) compliance by any Issuing Lender or any Participant Affected Person with any request request, guideline or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) of any Governmental Authority made or issued after the Closing Date; provided that, notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements or directives thereunder or issued in connection therewith or in implementation thereof, (y) Securitisation Regulation and (z) 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, in each case pursuant to Basel III or Basel IV, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, each case be deemed to this Agreement or any Letter of Credit; and the result of any be a “Regulatory Change” hereunder regardless of the foregoing is to increase the cost to any Issuing Lender or any Participant date of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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 Borrowereffectiveness.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (including the NAIC) (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender Bank or such Participant or any change in a tax imposed solely on deposits or net assets of the Issuing Bank or such Participant, in each case pursuant to the laws of 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, upon within ten Business Days of the delivery of the certificate referred to below to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees shall, subject to the provisions of this Section 2.06 and Section 13.17 (to the extent applicable), pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the introduction of or change in applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof and the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The In determining such additional amounts, each Issuing Bank and each Participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, Participant or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditCredit or such Participant's participation therein; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, Credit or reduce the amount of any sum received or receivable by any the Issuing Lender or any 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 net profits of such the Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any LC Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement (excluding imposition of Taxes, which shall be governed by Section 2.8, and excluding any reserve requirement reflected in the Adjusted LIBOR Rate) against letters of credit issued by any such Issuing Lender or participated in by any such LC Participant, or (ii) impose on any such Issuing Lender or any such LC Participant any other conditions relating, directly or indirectly, to this Credit Agreement or any Letter of CreditCredit (excluding imposition of Taxes, which shall be governed by Section 2.8, and excluding any reserve requirement reflected in the Adjusted LIBOR Rate); and the result of any of the foregoing is to increase the cost to any such Issuing Lender or any such LC Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any such Issuing Lender or any such LC Participant hereunder or reduce the rate of return on its such Person's 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 net profits of such Issuing Lender or such LC Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower Funds Administrator by any such Issuing Lender or any such LC Participant within ninety days after an officer of such Issuing Lender or such LC Participant, as the case may be, responsible for overseeing the transactions contemplated by this Credit Agreement knows or had reason to know that such amount is payable by the Borrowers pursuant to this Section 3.6 (a copy of which certificate shall be sent by such Issuing Lender or such LC Participant to the Administrative Agent), the Borrower agrees Borrowers jointly and severally agree to pay to such Issuing Lender or such Participant LC Participant, as the case may be, such additional amount or amounts as will compensate such Issuing Lender or such LC Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any LC Participant, upon determining that any additional amounts will be payable to it such Person pursuant to this Section 3.063.6, will give prompt written notice thereof to the BorrowerFunds Administrator, which notice shall include a certificate submitted to the Borrower Funds Administrator by such Issuing Lender or such LC Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant LC Participant, as the case may be, to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such ParticipantPerson. The certificate required to be delivered pursuant to this Section 3.06 3.6 shall, absent manifest error, be final and conclusive and binding on the BorrowerFunds Administrator and each of the Borrowers.

Increased Costs. If at any time after the Effective Initial Borrowing --------------- Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any 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 net profits of such the Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such the Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Closing Date, the introduction adoption or effectiveness of or any change in any applicable law, rule, rule or regulation, orderor any change therein, guideline or request or any change in the interpretation or administration thereof by the NAIC any governmental authority, central lender or any Governmental Authority comparable agency charged with the interpretation or administration thereof, or compliance by any Issuing Lender Letter of Credit Issuer or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law)) by any such authority, central lender or comparable agency shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Letter of Credit Issuer or participated in by any such Participant’s participation therein, or (ii) impose on any Issuing Lender Letter of Credit Issuer or any Participant any other conditions relatingaffecting this Agreement, directly or indirectly, to this Agreement or any Letter of CreditCredit or such Participant’s participation therein; and the result of any of the foregoing is to increase the cost to any Issuing Lender Letter of Credit Issuer or any such 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 Letter of Credit Issuer or such Participant hereunder (other than, in the case of a change in the basis of taxation of payments to a Letter of Credit Issuer or Participant of the principal of or interest on the Loans or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for other amounts payable hereunder, changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender Letter of Credit Issuer or such Participant pursuant to the laws of imposed by the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinlocated), then, upon the delivery of the certificate referred to below demand to the Borrower by any Issuing Lender Letter of Credit Issuer or any such Participant (a copy of which certificate notice shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Letter of Credit Issuer or such Participant such additional amount or amounts as will compensate such Issuing Lender Letter of Credit Issuer or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capitalreduction. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a A certificate submitted to the Borrower by such Issuing Lender Letter of Credit Issuer or such Participant Participant, as the case may be (a copy of which certificate shall be sent by such Issuing Lender Letter of Credit Issuer or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation determination of such additional amount or amounts necessary to compensate such Issuing Lender Letter of Credit Issuer or such Participant. The certificate required to Participant as aforesaid shall be delivered pursuant to this Section 3.06 shall, absent manifest error, be final and conclusive and binding on the Borrower absent manifest error, although the failure to deliver any such certificate shall not release or diminish any of the Borrower’s obligations to pay additional amounts pursuant to this Section 1A.06 upon the subsequent receipt thereof.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the US Borrower by any such Issuing Lender or any such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the US Borrower agrees to shall pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Each Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the US Borrower, which notice shall include a certificate submitted to the US Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the US Borrower.

Increased Costs. If at any time after the Effective Datedate of this --------------- Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or by any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), or any change in generally acceptable accounting principles, shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or Agreement, any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, Credit or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any 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 net profits of such the Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such the Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective DateIf, with respect to this Agreement, the introduction of Term Loan or any change in of the other Loan Instruments and/or to the making or the maintenance by any applicable lawTerm Lender of its proportionate share of the Term Loan, ruleincluding the obligations of any Term Lender to reimburse the Letter of Credit Bank for such Term Lender's proportionate share of the Letters of Credit when drawn, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Term Lender or any Participant with any direction, requirement or request or directive by the NAIC or by from any such Governmental Authority (regulatory authority whether or not having the force of lawLaw, with which such Term Lender must reasonably comply, or if any change in the interpretation or application of any Law or the enactment of any Law after the date hereof imposing or modifying any reserve, deposit or similar requirement with respect to any class of assets or liabilities of, deposits with or for the account of, or loans or letter of credit by any Term Lender (or with respect to any change therein or in the amount thereof), or any other condition or circumstance with respect to this Agreement and/or to the maintenance by any Term Lender of its proportionate share of, or obligations with respect to, the Term Loan or the Letters of Credit (other than as a result of any tax or similar charge, whether domestic or foreign, of the type described in Section 2.7(a)), shall either (i) imposeresult in any increase in cost to any Term Lender in connection with or arising out of this Agreement, modify the Term Loan, the Letters of Credit or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender other Loan Instruments or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce reduction in the amount of any sum received or payment receivable by any Issuing such Term Lender or any Participant hereunder or reduce thereunder, Borrower shall fully reimburse such Term Lender 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 net profits amount of such Issuing increase in cost or of such reduction in payment receivable promptly after written notification thereof to Borrower and Agent by such Term Lender. Each Term Lender shall (consistent with its internal policies and legal and regulatory restrictions) use its best efforts to avoid such increased costs by giving Borrower prompt notice thereof and granting Borrower the opportunity to convert to an alternative arrangement in accordance with the provisions of this Agreement; provided, however, that if Borrower so requests within ten (10) days of receipt of the notification referred to above, such Term Lender shall (consistent with its internal policies and legal and regulatory restrictions) attempt to negotiate with Borrower an assignment of such Term Lender's proportionate share of the Term Loan as further provided below; provided further, that Borrower shall promptly pay when due all reasonable fees and expenses of such Term Lender incurred or to be incurred in connection with such Participant transfer or assignment; and provided further, that no such transfer or assignment shall relieve Borrower of liability hereunder for amounts incurred by such Term Lender pursuant to this provision. In the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing event such Term Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that claim any additional amounts will be payable to it pursuant to this Section 3.062.7 each affected Term Lender shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the location of its Applicable Lending office so as to eliminate the amount of any such costs or additional amounts which may thereafter accrue; provided, will give prompt written notice thereof however, that, without prejudice to the Borrowerother provisions of this Section 2.7, which notice shall include a certificate submitted to the Borrower by including without limitation this subsection 2.7(b), no such Issuing Lender or such Participant (a copy of which certificate change shall be sent by such Issuing Lender or such Participant to made if, in the Administrative Agent), setting forth in reasonable detail the basis for the calculation judgment of such additional amount affected Term Lender, such change would be disadvantageous to such Term Lender. Borrower shall pay promptly when due all reasonable fees and expenses of such Term Lender as incurred in connection with such alternative arrangement or amounts necessary to compensate change of such Issuing Lender or such 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 BorrowerTerm Lender's Applicable Lending Office.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any 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 net profits of such the Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant within ninety days after an officer of the Issuing Lender or such Participant, as the case may be, responsible for overseeing the transactions contemplated by this Credit Agreement knows or had reason to know that such amount is payable by Borrower pursuant to this SECTION 3.6 (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such the Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06SECTION 3.6, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 SECTION 3.6 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender or participated in by any Participant, or (ii) impose on any the Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any the Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender or any 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 net profits of such the Issuing Lender or such Participant pursuant to the laws of 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, upon within 30 days after the delivery of the certificate referred to below to the Borrower by any the Issuing Lender or any Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees shall, subject to the provisions of Section 13.17 (to the extent applicable), pay to such the Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Restatement Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (including the NAIC) (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender Bank or such Participant or any change in a tax imposed solely on deposits or net assets of the Issuing Bank or such Participant, in each case pursuant to the laws of 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, upon within ten Business Days of the delivery of the certificate referred to below to the Borrower by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees shall, subject to the provisions of this Section 2.06 and Section 13.17 (to the extent applicable), pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the introduction of or change in applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof and the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The In determining such additional amounts, each Issuing Bank and each Participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Restatement Effective Date, Date any Issuing Bank or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), ) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; , and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower U.S. Borrowers or the U.K. Borrowers, as the case may be, by any Issuing Lender Bank or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to U.S. Borrowers or the U.K. Borrowers, as the case may be, shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the BorrowerU.S. Borrowers or the U.K. Borrowers, as the case may be, which notice shall include a certificate submitted to the Borrower U.S. Borrowers or the U.K. Borrowers, as the case may be, by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant, although failure to give any such notice shall not release or diminish the U.S. Borrowers' or the U.K. Borrowers', as the case may be, obligations to pay additional amounts pursuant to this Section 2.06. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest demonstrable error, be final and final, conclusive and binding on the BorrowerU.S. Borrowers or the U.K. Borrowers, as the case may be.

Increased Costs. If at any time after the Effective Date, the introduction of or any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), Law shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes (x) Indemnified Taxes or (y) taxes described in the rate clauses (i) through (iv) of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 4.04(a) and (z) Connection Income Taxes), then, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such the Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 net profits of such Issuing Lender Bank or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender Bank or any such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender Bank or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Each Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at Subject to Section 4.7, if any time after the Effective Closing Date, any Facing Agent or any Lender determines that the introduction of or any change after the Closing Date in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing the applicable Facing Agent or such Lender or any Participant with any request or directive by issued after the NAIC or Closing Date by any such Governmental Authority authority (whether or not having the force of law)) (provided that, notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law after the Closing Date for purposes of this Section 2.9(i) regardless of the date enacted, adopted or issued) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender the applicable Facing Agent or participated in by any ParticipantRevolving Lender, or (ii) impose on any Issuing Lender the applicable Facing Agent or any Participant Revolving Lender any other conditions relating, directly or indirectly, to the provisions of this Agreement relating to Letters of Credit or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender the applicable Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender the applicable Facing Agent or any Participant Lender 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any Issuing Lender the applicable Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender the applicable Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender the applicable Facing Agent or such Participant any Lender, as the case may be, such additional amount or amounts as will compensate such Issuing Lender the applicable Facing Agent or such Participant Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing In determining such additional amounts pursuant to the preceding sentence, the applicable Facing Agent or such Lender will act reasonably and in good faith and will, to the extent the increased costs or reductions in amounts receivable or reductions in rates of return relate to the Facing Agent’s or such Lender’s letters of credit in general and are not specifically attributable to the Letters of Credit hereunder, use averaging and attribution methods which are reasonable and which cover all letters of credit similar to the Letters of Credit issued by or participated in by the applicable Facing Agent or such Lender whether or not the documentation for such other Letters of Credit permit the applicable Facing Agent or such Lender to receive amounts of the type described in this Section 2.9(i). The applicable Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.9(i), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender the applicable Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender the applicable Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender the applicable Facing Agent or such ParticipantLender, although failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 2.9(i); provided, however, if the applicable Facing Agent or such Lender, as applicable, has intentionally withheld or delayed such notice, the applicable Facing Agent or such Lender, as the case may be, shall not be entitled to receive additional amounts pursuant to this Section 2.9(i) for periods occurring prior to the 180th day before the giving of such notice. The certificate required to be delivered pursuant to this Section 3.06 2.9(i) shall, absent manifest error, be final and final, conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)Participant, the Borrower agrees shall, subject to the provisions of Section 13.17 (to the extent applicable), pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The In determining such additional amounts, each Issuing Lender and each Participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant Lender (in its capacity as a participant in Letters of Credit) with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender or any Participant such participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant such participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant such 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 net profits of such Issuing Lender or such Participant participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)participant, the Borrower agrees shall, subject to the provisions of Section 14.16 (to the extent applicable), pay to such Issuing Lender or such Participant participant such additional amount or amounts as will compensate such Issuing Lender or such Participant participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. The preceding sentence shall not apply to increased costs with respect to Taxes which are addressed in Section 4.04. Any Issuing Lender or any Participantparticipant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.01(l), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participantparticipant. The In determining such additional amounts, each Issuing Lender and each participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.01 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Effective Date, any Issuing Lender or any Participant determines that the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (ia) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters Letters of credit Credit issued by any Issuing Lender or participated in by any Participant, or (iib) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate demand shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.05, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the such Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for and the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant, although the failure to give any such notice shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 2.05. The certificate required to be delivered pursuant to this Section 3.06 2.05 shall, if delivered in good faith and absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after In the Effective Date, the introduction event of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC conditions or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Change --------------- of Law which: (i) subjects such Lender or any Participant branch or Affiliate of such Lender to any tax, duty or other charge with respect to such share of any request Revolving Loans (other than Excluded Taxes); or directive by (ii) changes the NAIC basis of taxation of payments to any Lender or by any branch or Affiliate of such Governmental Authority Lender of principal of and/or interest on such share of such Revolving Loans and/or other fees and amounts payable hereunder with respect thereto (whether other than Excluded Taxes); or not having the force of law)(iii) imposes, shall either (i) impose, modify modifies or make deems applicable any reserve, deposit, capital adequacy deposit or similar requirement against letters of credit issued by any Issuing Lender assets held by, deposits with or participated in by any Participantfor the account of, or (ii) impose on Revolving Loans or commitments by, an office of any Issuing Lender or any Participant branch or Affiliate of such Lender; or (iv) imposes upon such Lender or any branch or Affiliate of such Lender any other conditions relating, directly condition with respect to such share of such Revolving Loans or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the actual cost by an amount such Lender deems to any Issuing be material to such Lender or any Participant branch or Affiliate of issuingsuch Lender of making, funding or maintaining or participating in any Letter such share of Creditsuch Revolving Loans hereunder, or to reduce the amount of any sum payment (whether of principal, interest, or otherwise) received or receivable by any Issuing such Lender or any Participant hereunder branch or reduce the rate Affiliate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax onsuch Lender, or determined by reference to, the net income or net profits of to require such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant branch of Affiliate of such Lender to make any payment, in each case by or in an amount which such Lender in its sole judgment deems material, then and in any such case: (1) such Lender shall promptly notify the Borrowers and the Agent in writing of the happening of such event; (2) such Lender shall promptly deliver to the Borrowers and the Agent a copy of certificate stating the change which certificate shall be sent by has occurred, or the reserve requirements or other conditions which have been imposed on such Issuing Lender or branch or Affiliate of such Participant to Lender, or the Administrative Agent)request, directive or requirement with which it has complied, together with the date thereof, the Borrower agrees to amount of such increased cost, reduction or payment and the way in which such amount has been calculated; and (3) the Borrowers shall pay to any such Issuing Lender or Lender, on demand, such Participant such additional an amount or amounts as will compensate such Issuing Lender or such Participant its branch or Affiliate for such increased cost additional cost, reduction or reduction payment. The certificate of such Lender as to the additional amounts payable pursuant to this (S)2.17 delivered to the Borrower shall in the absence of manifest error be conclusive of the amount receivable thereof. Each Lender agrees to use reasonable efforts to avoid or reduction on minimize the rate payment by the Borrower of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable under this (S)2.17, including, without limitation, by the designation of another branch or Affiliate of such Lender from which such Lender could make such Lender's pro rata share of Revolving Loans so long as such designation is not disadvantageous to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower such Lender as reasonably determined by such Issuing Lender or such Participant Lender. The protection of this (a copy of which certificate S)2.17 shall be sent by available to such Issuing Lender regardless of any possible contention of invalidity or such Participant to inapplicability of the Administrative Agent)law, setting forth in reasonable detail the basis for the calculation of such additional amount regulation, treaty, order, directive, interpretation or amounts necessary to compensate such Issuing Lender or such 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 Borrowercondition which has been imposed.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, (ii) impose any Taxes (other than (A) Indemnified Taxes, or (B) Taxes in clauses (ii) — (v) of the definition of Excluded Taxes) on its loans, loan principal, letters of credit, commitments or other obligations, on its deposits, reserves, other liabilities or capital attributable thereto, or (iii) impose on any Issuing Lender or any Participant any other conditions (other than Taxes) relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. (a) If at any time after the Effective Datedate of this Agreement, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any the Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any the Issuing Lender Bank or participated in by any Participant, or (ii) impose on any the Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any the Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any the Issuing Lender Bank or any 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 net profits of such the Issuing Lender Bank or such Participant pursuant to the laws of 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, upon within 30 days after the delivery of the certificate referred to below to the Borrower by any the Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such the Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to shall pay to such the Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any The Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such the Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such the Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such the Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrower.

Increased Costs. If at any time after the Restatement Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any 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 or franchise taxes based on net profits income of such Issuing Lender Bank or such Participant pursuant to the laws of 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, upon written demand to Adience or Xxxxxxxx, as the delivery of the certificate referred to below to the Borrower case may be, by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), Adience or Xxxxxxxx, as the Borrower agrees case may be, shall, subject to the provisions of Section 13.19 (to the extent applicable), pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant Bank for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to Adience or Xxxxxxxx, as the Borrowercase may be, which notice shall include a certificate submitted to Adience or Xxxxxxxx, as the Borrower case may be, by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the BorrowerAdience.

Increased Costs. If at any time after the Restatement Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for (x) Taxes, which shall be governed by Section 5.04, and (y) changes in the rate of tax on, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation inter- ­pretation or administration adminis­tra­tion thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration adminis­tration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority governmental authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining maintain­ing or participating in any Letter of Credit, or reduce the amount of any sum received or receivable receiv­able by any Issuing Lender or any 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional addi­tional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender Bank or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Bank or participated in by any Participant, or (ii) impose on any Issuing Lender Bank or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender Bank or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Bank or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes other than, in the rate respect of tax onpayments to be made to any Lender, any such increased costs resulting from taxes, levies, imposts, deductions, charges or determined by reference towithholdings, the and all liabilities with respect thereto and other than income, profits, capital, net income or net worth, franchise, doing business and branch profits of such Issuing Lender or such Participant pursuant Taxes, in each case, as to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinSection 4.04 shall govern), then, upon the delivery of the certificate referred to below written demand to the Borrower respective Account Party by any such Issuing Lender Bank or any Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), the Borrower agrees to respective Account Party shall pay to such Issuing Lender Bank or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Bank or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.06, will give prompt written notice thereof to the Borrowerrespective Account Party, which notice shall include a certificate submitted to the Borrower respective Account Party by such Issuing Lender Bank or such Participant (a copy of which certificate shall be sent by such Issuing Lender Bank or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Bank or such Participant. The certificate required to be delivered pursuant to this Section 3.06 2.06 shall, absent manifest error, be final and conclusive and binding on the Borrowerrespective Account Party.

Increased Costs. If at any time after the Effective Closing Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority (whether or not having the force of law), ) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any Participant, or (ii) impose on any Issuing Lender or any Participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes including Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (2) through (4) of the rate definition of tax onExcluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or determined by reference toother obligations, the net income or net profits of such Issuing Lender its deposits, reserves, other liabilities or such Participant pursuant capital attributable thereto, but excluding any other condition with respect to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinTaxes), then, upon the delivery of the certificate referred to below to the Borrower Company by any Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), the Borrower Company agrees to pay to such Issuing Lender or such Participant such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.063.6, will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participant. The certificate required to be delivered pursuant to this Section 3.06 3.6 shall, absent manifest error, be final and conclusive and binding on Company. For purposes of this Agreement (including, without limitation, Section 2.6B, Section 2.7 and this Section 3.6), (i) the BorrowerXxxx-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 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, be deemed to have gone into effect after the Closing Date, regardless of the date enacted, adopted or issued.

Increased Costs. If Except as otherwise provided in Section 4.7, if at any time after the Effective Date, the introduction of or date hereof any change Change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof Law by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing Facing Agent or such Lender or any Participant with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of lawlaw or any change in GAAP), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender Facing Agent or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender acting Administrative Agent or any Participant Lender any other conditions relating, directly or indirectly, to this Agreement or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender Facing Agent or any Participant Lender hereunder or reduce the rate of return on its capital with respect to Letters of Credit (except for changes in the rate of tax oneach case, or determined by reference to, the net income or net profits of such Issuing Lender or such Participant pursuant to the laws extent not on account of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or thereinExcluded Taxes), then, upon the delivery of the certificate referred to below demand to the Borrower Company by any Issuing Lender Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to Company shall pay to such Issuing Lender Facing Agent or such Participant Lender such additional amount or amounts as will compensate such Issuing Lender or such Participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender Facing Agent or any ParticipantLender, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.9(i), will give prompt written notice thereof to the BorrowerCompany, which notice shall include a certificate submitted to the Borrower Company by such Issuing Lender Facing Agent or such Participant Lender (a copy of which certificate shall be sent by such Issuing Lender Facing Agent or such Participant Lender to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender Facing Agent or such ParticipantLender, although failure to give any such notice shall not release or diminish the Company's obligations to pay additional amounts pursuant to this Section 2.9(i). The certificate required to be delivered pursuant to this Section 3.06 2.9(i) shall, absent manifest error, be final and final, conclusive and binding on the BorrowerCompany.

Increased Costs. If at Subject to Section 4.7, if any time after the Effective Closing Date, any Facing Agent or any Lender determines that the introduction of or any change after the Closing Date in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority charged with the interpretation or administration thereof, or compliance by any Issuing the applicable Facing Agent or such Lender or any Participant with any request or directive by issued after the NAIC or Closing Date by any such Governmental Authority authority (whether or not having the force of law)) (provided that, notwithstanding anything herein to the contrary, the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a change in applicable law after the Closing Date for purposes of this Section 2.9(i) regardless of the date enacted, adopted or issued) shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender the applicable Facing Agent or participated in by any ParticipantRevolving Lender, or (ii) impose on any Issuing Lender the applicable Facing Agent or any Participant Revolving Lender any other conditions relating, directly or indirectly, to the provisions of this Agreement relating to Letters of Credit or any Letter of Credit; and the result of any of the foregoing is to increase the cost to any Issuing Lender the applicable Facing Agent or any Participant Lender of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender the applicable Facing Agent or any Participant Lender 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 net profits of such Issuing Lender or such Participant pursuant to the laws of 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)Credit, then, upon the delivery of the certificate referred to below demand to the Borrower by any Issuing Lender the applicable Facing Agent or any Participant Lender (a copy of which certificate demand shall be sent by such Issuing Lender the applicable Facing Agent or such Participant Lender to the Administrative Agent), the Borrower agrees to shall pay to such Issuing Lender the applicable Facing Agent or such Participant any Lender, as the case may be, such additional amount or amounts as will compensate such Issuing Lender the applicable Facing Agent or such Participant Lender for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. Any Issuing Lender or any Participant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.06, will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such 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.its

Increased Costs. If at any time after the Effective Date, the introduction of or any change in any applicable law, rule, regulation, order, guideline or request or in the interpretation or administration thereof by the NAIC or any Governmental Authority governmental authority charged with the interpretation or administration thereof, or compliance by any Issuing Lender or any Participant Lender (in its capacity as a participant in Letters of Credit) with any request or directive by the NAIC or by any such Governmental Authority authority (whether or not having the force of law), shall either (i) impose, modify or make applicable any reserve, deposit, capital adequacy or similar requirement against letters of credit issued by any Issuing Lender or participated in by any ParticipantLender, or (ii) impose on any Issuing Lender or any Participant such participant any other conditions relating, directly or indirectly, to this Agreement or any Letter of CreditAgreement; and the result of any of the foregoing is to increase the cost to any Issuing Lender or any Participant such participant of issuing, maintaining or participating in any Letter of Credit, or reduce the amount of any sum received or receivable by any Issuing Lender or any Participant such 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 net profits of such Issuing Lender or such Participant participant pursuant to the laws of 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, upon the delivery of the certificate referred to below to the Borrower by any such Issuing Lender or any Participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant to the Administrative Agent)participant, the Borrower agrees shall, subject to the provisions of Section 14.16 (to the extent applicable), pay to such Issuing Lender or such Participant participant such additional amount or amounts as will compensate such Issuing Lender or such Participant participant for such increased cost or reduction in the amount receivable or reduction on the rate of return on its capital. The preceding sentence shall not apply to increased costs with respect to Taxes which are addressed in Section 4.04. Any Issuing Lender or any Participantparticipant, upon determining that any additional amounts will be payable to it pursuant to this Section 3.062.01(l), will give prompt written notice thereof to the Borrower, which notice shall include a certificate submitted to the Borrower by such Issuing Lender or such Participant participant (a copy of which certificate shall be sent by such Issuing Lender or such Participant participant to the Administrative Agent), setting forth in reasonable detail the basis for the calculation of such additional amount or amounts necessary to compensate such Issuing Lender or such Participantparticipant. The In determining such additional amounts, each Issuing Lender and each participant will act reasonably and in good faith, provided that the certificate required to be delivered pursuant to this Section 3.06 2.01 shall, absent manifest error, be final and conclusive and binding on the Borrower.