Common use of Increased Costs Clause in Contracts

Increased Costs. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, after the date hereof, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A Each Lender agrees that if such Lender requests compensation for any amounts owing from a Borrower for such increased cost under this Section 2.11(a), such Lender shall, prior to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate as to of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost, submitted cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Borrower and the Administrative Agent by Agent); provided, however, that such Lender, certificate shall be conclusive and binding for all purposes, absent manifest error. If . (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Borrower Company shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Advances made Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender. A certificate Lender and the amount of such increase in capital and setting forth in reasonable detail as to the basis therefore (with a copy of such amounts submitted certificate to the Borrower and the Administrative Agent by Agent); provided, however, that such Lender certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender or LC Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or LC Issuing Bank or any corporation controlling such Lender or LC Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Lender's or LC Issuing Bank's commitment to lend hereunder and other commitments of this type (including such Lender's or LC Issuing Bank's commitment to lend hereunder) or the Advances, then, upon demand by such Lender or LC Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or LC Issuing Bank, from time to time as specified by such LenderLender or LC Issuing Bank, additional amounts sufficient to compensate such Lender or LC Issuing Bank or such corporation in the light of such circumstances, to the extent that such Lender or LC Issuing Bank reasonably determines such increase in capital to be allocable to the existence of such Lender's or LC Issuing Bank's commitment to lend hereunder or the Advances made by such LenderLender or LC Issuing Bank. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender or LC Issuing Bank shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the Administrator, any Lender, Liquidity Provider or Program Support Provider or any change of their respective Affiliates (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentageeach an “Affected Person”) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) Change in Law affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or Affected Person based upon the existence of such Lender's any commitment to lend hereunder make Loans (or otherwise to maintain the Loans) or any related liquidity facility, credit enhancement facility and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancessame type, then, upon demand by such Lender Affected Person (with a copy of such demand to the Administrative AgentAdministrator), the Borrower shall immediately promptly pay to the Administrative Agent for the account of such LenderAffected Person, from time to time as specified by such LenderAffected Person, additional amounts sufficient to compensate such Lender or such corporation Affected Person in the light of such circumstances, to the extent that such Lender reasonably Affected Person determines such increase in capital to be is allocable to the existence of any of such Lender's commitment commitments. (b) If due to lend hereunder any Change in Law, including a Change in Law that subjects any Affected Person 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, there shall be any increase after the Advances made Closing Date in the cost to any Affected Person of making or maintaining the Loans (or its portion thereof) in respect of which Interest is computed by reference to SOFR, then, upon demand by such Lender. A Affected Person, the Borrower shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs. (c) If an Affected Person requests compensation under this Section 1.7, a certificate describing in reasonable detail as to such amounts and the basis for such Affected Person’s demand for such amounts shall be submitted to the Borrower and the Administrative applicable Group Agent by such Lender Affected Person and shall be conclusive and binding for all purposes, absent manifest error. (d) Within a reasonable time period after any Affected Person has actual knowledge that it is subject to increased capital requirements or incurs other increased costs pursuant to this Section 1.7, such Affected Person shall notify the Borrower and the Servicer of such fact. (e) Notwithstanding anything in this Section 1.7 to the contrary, (i) if any Affected Person fails to give demand for amounts or losses incurred in connection with this Section 1.7 within one hundred and eighty (180) days after it obtains knowledge that it is subject to increased capital requirements or has incurred other increased costs, such Affected Person shall, with respect to amounts payable pursuant to this Section 1.7, only be entitled to payment under this Section 1.7 for amounts or losses incurred from and after the date one hundred and eighty (180) days prior to the date that such Affected Person does give such demand and (ii) the Borrower shall not be required to pay to any Affected Person (I) any amount that has been fully and finally paid in cash to such Affected Person pursuant to any other provision of this Agreement or any other Transaction Document, or (II) any amount, if the payment of such amount is expressly excluded by any provision of this Agreement or any other Transaction Document.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.11 shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate such 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 event giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided, further that, if the event 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.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Eligible Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.10 any such increased costs resulting from (i) withholding taxes with respect to payments by the Borrower to or for the account of any Lender or the Agent hereunder or under the Notes or any other documents to be delivered hereunder and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the law of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Eligible Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Eligible Lender additional amounts sufficient to compensate such Eligible Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Eligible Lender, shall be conclusive and binding prima facie evidence of the amount of such additional amounts. No Eligible Lender shall have any right to recover any additional amounts under this Section 2.10(a) for all purposes, absent manifest error. any period more than 90 days prior to the date such Eligible Lender notifies the Borrower of any such amounts. (b) If any Eligible Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Eligible Lender or any corporation controlling such Eligible Lender and that the amount of such capital is increased by or based upon the existence of such Eligible Lender's ’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancesissuance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Eligible Lender on the Borrower accompanied by a certificate (which certificate shall specify in reasonable detail the nature of such change in capital requirements, the proposed (or actual) compliance change to be adopted by the applicable Eligible Lender and the calculation upon which any compensation is claimed hereunder) with a copy of such demand and certificate to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent within five Business Days of receipt of demand for payment for the account of such Eligible Lender, from time to time as specified by such Eligible Lender, additional amounts sufficient to compensate such Eligible Lender or such corporation in the light of such circumstances, to the extent that such Eligible Lender reasonably determines such increase in capital to be allocable to the existence of such Eligible Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Eligible Lender shall be conclusive and binding for all purposesprima facie evidence of such amounts, absent manifest error. No Eligible Lender shall have any right to recover any additional amounts under this Section 2.10(b) for any period more than 90 days prior to the date such Eligible Lender notifies the Borrower of any such amounts. (c) Before making any demand under this Section 2.10, each Eligible Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Eligible Lender, be otherwise disadvantageous to such Eligible Lender.

Increased Costs. If, due to either If any Change in Law after the Effective Date shall (i) change the introduction basis of taxation of payment to Lender of the principal of or interest on the Loans or the Notes or any change other amounts payable hereunder (other than any change by way of imposition or increase of reserve requirements except for (x) Indemnified Taxes, (y) taxes described in the case of Eurodollar Rate AdvancesSection 4.04(a), included in the Eurodollar Rate Reserve Percentageand (z) in or in the interpretation of any law or regulation Connection Income Taxes) or (ii) change official reserve or similar requirements (except any reserve requirements reflected in calculating the compliance with any guideline or request from any central bank or other governmental authority (whether or not having Index) that has the force effect of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon on the existence of such Lender's commitment to lend the Commitments or Loans hereunder and other commitments of this type (including such Lender's commitment to lend or its obligations hereunder) or the Advances, then, upon demand in any such event, Lender shall promptly give notice (by such Lender (with a copy of such demand telephone promptly confirmed in writing) to the Administrative Agent)Borrower, the Borrower which notice shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate show in reasonable detail the basis for calculation of such additional amounts. Thereafter, Borrower agrees to pay to Lender, upon Lender’s written request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as to such amounts submitted to the Borrower and the Administrative Agent by such Lender in its reasonable discretion shall determine) as shall be conclusive required to compensate Lender for such increased costs or reductions in the rate of return to Lender. In determining such additional amounts, Lender will act reasonably and binding for all purposesin good faith and will use calculation methods which are reasonable, provided that such Lender’s determination of compensation owing under this Section 1.07 shall, absent manifest error, be final and conclusive and binding on all the parties hereto.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) ), in or in the interpretation of any law or regulation regulation, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate reimburse such Lender for such increased cost. All claims for increased cost shall be submitted by such Lender to the Borrower (with a copy to the Administrative Agent) as soon as is reasonably possible and in all events within 90 days after such introduction, such change, or the beginning of such compliance, the occurrence of which resulted in such increased cost, and the Borrower shall make such payment within five Business Days after notice of such claim is received; provided, however, that if a claim is not submitted to the Borrower within such 90-day period, such Lender shall thereby waive its claim to such increased cost incurred during such 90-day period but not to any such increased cost incurred thereafter. A certificate as to the amount of such increased cost, submitted to the Borrower and (with a copy to the Administrative Agent Agent) by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or hereunder. All claims for such additional amounts shall be submitted by such Lender (with a copy to the Advances made Administrative Agent) as soon as is reasonably possible and in all events within 90 days after such determination by such Lender, and the Borrower shall make such payment within five Business Days after notice of such claim is received; provided, however, that if a claim is not submitted to the Borrower within such 90-day period, such Lender shall thereby waive its claim to such additional amounts incurred during such 90-day period but not to any such additional amounts incurred thereafter. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation interpretation, administration, implementation or application of (to the extent any law such introduction or change occurs after the date hereof) any law, rule, treaty or regulation or (ii) the compliance with any guideline guideline, rule, directive or request from of any central bank or other governmental authority adopted or made after the date hereof (whether or not having the force of law), there shall be any increase in the cost (other than on account of (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesLoans, then the Borrower shall from time to time, upon demand within 30 days after delivery by such Lender to the Borrower (with a copy of such demand to the Administrative Agent)) of a certificate as to the amount of (and specifying in reasonable detail the basis for) such increased cost, pay (subject to Section 2.11(c)) to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of the increased costs set forth in such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, certificate (which certificate shall be conclusive and binding for all purposes, absent manifest error. ); provided that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (b) If any Lender determines that compliance with any law law, rule, treaty or regulation enacted or introduced after the date hereof or any guideline guideline, rule, directive or request from of any central bank or other governmental authority adopted or made (subject to Section 2.11(d) below) after the date hereof (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand within 30 days after delivery by such Lender to the Borrower (with a copy of such demand to the Administrative Agent)) of a certificate as to (and specifying in reasonable detail the basis for) the Additional Amounts (as hereinafter defined) requested by such Lender, the Borrower shall immediately pay (subject to Section 2.11(c)) to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate the amount specified in such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender (which certificate shall be conclusive and binding for all purposes, absent manifest error). For purposes hereof, the “Additional Amounts” that may be requested by any Lender under this Section 2.11(b) means such amounts as such Lender shall reasonably determine to be sufficient to compensate such Lender or any corporation controlling such Lender for any costs that such Lender reasonably determines are attributable to the maintenance by such Lender (or such corporation) of capital or liquidity in respect of its commitments to lend hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or such corporation) to a level below that which such Lender (or such corporation) could have achieved but for the enactment or introduction of such law or regulation or the adoption or making of such guideline or request). (c) The Borrower shall not be obligated to pay any additional amounts arising pursuant to clauses (a) and (b) of this Section 2.11 that are attributable to the Excluded Period with respect to such additional amount; provided that if an applicable law, rule, regulation, guideline or request shall be adopted or made on any date and shall be applicable to the period (a “Retroactive Period”) prior to the date on which such law, rule, regulation, guideline or request is adopted or made, the limitation on the Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such Retroactive Period. (d) Notwithstanding the foregoing, this Section 2.11 shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy 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 financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented; provided that any claim made by a Lender under this Section 2.11 shall be generally consistent with such Lender’s treatment of other customers of such Lender that such Lender considers, in its reasonable discretion, to (i) be similarly situated to the Borrower and (ii) have generally similar provisions in their credit agreements with such Lender.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall such Lender may from time to time, upon demand by time give notice of such Lender circumstances to the Borrower (with a copy of such demand notice to the Administrative Agent); provided, pay however, that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the Administrative Agent for the account making of such designation would avoid the need for, or reduce the amount of, such increased costs and would not be disadvantageous to such Lender. The amount sufficient to compensate such Lender additional in light of such increase in costs to such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith on a basis that allocates the amounts sufficient to compensate such Lender for in light of such increased costincrease ratably among all applicable Advances. A certificate as specifying the event referred to in this Section 2.11(a), the amount sufficient to compensate such Lender and the basis of such increased costits calculations (which shall be reasonable), submitted in good faith to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Borrower of the occurrence of any event referred to in the first sentence of this Section 2.11(a). (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender may from time to time give notice of such circumstances to the Borrower (with a copy of such demand notice to the Administrative Agent); provided, however, that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, the Borrower shall immediately pay cost to the Administrative Agent for the account such Lender of such Lender, from time to time as specified increase in the amount of capital maintained by such Lender and would not be disadvantageous to such Lender, additional amounts . The amount sufficient to compensate such Lender or such corporation in the light of such circumstances, increase in capital maintained by such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate specifying the event referred to in reasonable detail as this Section 2.11(b), the amount sufficient to compensate such amounts Lender and the basis of its calculations (which shall be reasonable), submitted in good faith to the Borrower and the Administrative Agent by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Borrower of the occurrence of any event referred to in the first sentence of this Section 2.11(b). (c) The Borrower shall, within five days of receiving a notice from any Lender pursuant to clause (a) or (b) of this Section 2.11, elect (and shall notify such Lender and the Agent of such election) to: (i) pay to the Agent for the account of such Lender, from time to time commencing on the date of notice by such Lender and as specified by such Lender, (A) the amount such Lender has set forth in the certificate which such Lender has delivered to the Borrower pursuant to clause (a) of this Section 2.11 or (B) the amount such Lender has set forth in the certificate which such Lender has delivered to the Borrower pursuant to clause (b) of this Section 2.11, as the case may be; or (ii) terminate such Lender's Commitment on a date which shall be specified in the notice sent by the Borrower, and such Lender's Commitment shall terminate on such date; provided, however, that the aggregate amount of the Commitments of the Lenders shall not be reduced, as a result of any such termination, to an amount that is less than the sum of the aggregate principal amount of the Advances then outstanding; provided, further, that such termination shall not be effective if, after giving effect to such termination, the aggregate amount of the Commitments so terminated or assigned under this Section 2.11 and Section 2.12(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date; and provided further, that upon termination of a Lender's Commitment under this Section 2.11(c)(ii), the Borrower shall on the date such termination becomes effective pay, prepay or cause to be prepaid the aggregate principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such termination and amounts payable under Section 8.04(a)). Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged. Such Lender's rights under Sections 2.11, 2.14 and 8.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to date of such termination; or (iii) require that such Lender assign to the Borrower's designated assignee or assignees, in accordance with the terms of Section 8.07, all Advances then owing to such Lender and all rights and obligations of such Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (B) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 2.11(c) unless and until such Lender shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such assignment and amounts payable under Section 8.04(a)) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance; provided, however, that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments so assigned or terminated under this Section 2.11 and Section 2.12(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date. Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged; provided, however, that such Lender's rights under Sections 2.11, 2.14 and 8.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to the date of termination of such Lender's Commitment.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in after the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law or regulation Requirement of Law or (ii) the compliance with any guideline or request promulgated after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any the Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances to a Borrower, then the such Borrower shall severally agrees from time to time, upon within five Business Days after receipt of a written demand by such Lender (with a copy of such demand the Lender, to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient as shall be required to compensate such the Lender for such increased cost. A certificate as ; provided, however, that before making any such demand, the Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize such additional amounts and to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the amount Lender. (b) If the Lender shall have determined that the adoption of such increased cost, submitted to or any change in any Requirement of Law regarding capital adequacy or in the Borrower and interpretation or application thereof or compliance by the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If Lender or any corporation controlling the Lender determines that compliance with any law request or regulation or any guideline or request from any central bank or other governmental authority directive regarding capital adequacy (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or from any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand Governmental Authority made subsequent to the Administrative Agent), date hereof shall have the Borrower shall immediately pay effect of reducing the rate of return on the Lender’s or such corporation’s capital as a consequence of the Advances to a level below that which the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in could have achieved but for such adoption, change or compliance (taking into consideration the light of Lender’s or such circumstancescorporation’s policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time, each Borrower shall promptly pay to the Lender such additional amount or amounts as will compensate the Lender for such reduction to the extent that such deemed by the Lender reasonably determines such increase in capital to be allocable attributable to Advances to such Borrower. (c) If the Lender becomes entitled to claim any additional amounts pursuant to Section 2.6(e) or this 2.8, it shall promptly notify the Borrowers of the event by reason of which it has become so entitled; provided, that a Borrower shall not be obligated to compensate the Lender pursuant to this Section 2.8 for any such amount to the existence extent the related change in Requirement of Law referred to in this Section 2.8 occurred prior to the date 180 days preceding the date of such Lender's commitment notification (except that if such change is retroactive, then such 180-day period shall be extended to lend hereunder or include the Advances made by such Lenderperiod of retroactive effect). A certificate in reasonable detail as to such any additional amounts payable pursuant to this Section submitted by the Lender to the Borrower and the Administrative Agent by such Lender Borrowers shall be conclusive and binding for all purposes, absent in the absence of manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of the Advances and all other amounts payable hereunder.

Increased Costs. If(a) If on or after the date of this Agreement, due to either any Lender or LC Issuer determines that (i) the introduction of or any change (other than than, in the case of Eurodollar Advances, any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advancesrequirements, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there ) shall be any increase in the cost to any such Lender or such LC Issuer, as the case may be, of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or of issuing or participating in any Facility LC, then the Borrower shall from time to time, upon demand by such Lender or such LC Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuer additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender or such LC Issuer for such increased cost; provided that no Lender shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made and no LC Issuer shall be entitled to demand such compensation more than 90 days following the expiration or termination (by a drawing or otherwise) of the Facility LC in respect of which such demand is made; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or an LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such demand is made within 90 days after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lendera Lender or an LC Issuer, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender or LC Issuer determines that that, after the date of this Agreement, compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or such LC Issuer or any corporation Person controlling such Lender or such LC Issuer and that the amount of such capital is increased by or based upon the existence of such Lender's ’s Commitment, such LC Issuer’s commitment to lend hereunder and other commitments of this type (including issue Facility LCs, the Advances made by such Lender's commitment to lend hereunder) Lender or the AdvancesReimbursement Obligations owed to such LC Issuer, as the case may be, then, upon demand by such Lender or such LC Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or such LC Issuer, from time to time as specified by such LenderLender or such LC Issuer, additional amounts sufficient to compensate such Lender Lender, such LC Issuer or such corporation controlling Person, as applicable, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder ’s Commitment or the Advances made by such Lender or such LC Issuer determines such increase in capital to be allocable to such LC Issuer’s commitment to issue Facility LCs or the Reimbursement Obligations owed to such LC Issuer; provided that no Lender shall be entitled to demand such compensation more than one year following the payment to or for the account of such Lender of all other amounts payable hereunder by the Borrower and the termination of such Lender’s Commitment and no LC Issuer shall be entitled to demand such compensation more than one year after the expiration or termination (by drawing or otherwise) of all Facility LCs issued by such LC Issuer and the termination of such LC Issuer’s commitment to issue Facility LCs; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such the applicable Lender or LC Issuer shall be conclusive and binding binding, for all purposes, absent manifest error. (c) Any Lender claiming compensation pursuant to this Section 2.11 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs. If(a) If on or after the date of this Agreement, due to either any Lender determines that (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there ) shall be any increase in the cost to any such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender for such increased cost; provided, that no Lender shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made; provided further, however, that the foregoing proviso shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such demand is made within 90 days after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that that, after the date of this Agreement, compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including, in any event, any determination after the date of this Agreement by any such governmental authority or central bank that, for purposes of capital adequacy requirements, any Lender's Commitment hereunder does not constitute a commitment with an original maturity of one year or less) and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including or the Advances made by such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender; provided, that no Lender shall be entitled to demand such compensation more than one year following the payment to or for the account of such Lender of all other amounts payable hereunder and under any Note held by such Lender and the termination of such Lender's Commitment; provided further, however, that the foregoing proviso shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding binding, for all purposes, absent manifest error. (c) Any Lender claiming compensation pursuant to this Section 2.11 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs. If(a) If on or after the date of this Agreement, due to either any Lender or the LC Issuer determines that (i) the introduction of or any change (other than than, in the case of Eurodollar Rate Advances, any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advancesrequirements, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there ) shall be any increase in the cost to any such Lender or the LC Issuer, as the case may be, of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or of issuing or participating in any Facility LC, then the applicable Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent)) or the LC Issuer, as applicable, pay to the Administrative Agent for the account of such Lender additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender or the LC Issuer, as applicable, for such increased cost; provided that no Lender shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made and the LC Issuer shall not be entitled to demand such compensation more than 90 days following the expiration or termination (by a drawing or otherwise) of the Facility LC in respect of which such demand is made; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or the LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such demand is made within 90 days after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost, submitted to the applicable Borrower and the Administrative Agent by such Lendera Lender or the LC Issuer, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender or the LC Issuer determines that that, after the date of this Agreement, compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or the LC Issuer or any corporation Person controlling such Lender or the LC Issuer (including, in any event, any determination after the date of this Agreement by any such governmental authority or central bank that, for purposes of capital adequacy requirements, any Lender’s Commitment to a Borrower or the LC Issuer’s commitment to issue Facility LCs for the account of such Borrower as the case may be does not constitute a commitment with an original maturity of less than one year) and that the amount of such capital is increased by or based upon the existence of such Lender's ’s Commitment to such Borrower or the LC Issuer’s commitment to lend hereunder and other commitments issue Facility LCs for the account of this type (including such Lender's commitment to lend hereunder) Borrower, as applicable, or the AdvancesAdvances made by such Lender to such Borrower or Reimbursement Obligations owed to the LC Issuer by such Borrower, as the case may be, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent)) or the LC Issuer, the as applicable, such Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or LC Issuer, as applicable, from time to time as specified by such LenderLender or the LC Issuer, as applicable, additional amounts sufficient to compensate such Lender Lender, the LC Issuer or such corporation controlling Person, as applicable, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment ’s Commitment to lend hereunder such Borrower or the Advances made by such Lender to such Borrower or the LC Issuer determines such increase in capital to be allocable to the LC Issuer’s commitment to issue Facility LCs for the account of such Borrower or the Reimbursement Obligations owed by such Borrower to the LC Issuer; provided that no Lender or the LC Issuer shall be entitled to demand such compensation more than one year following the payment to or for the account of such Lender of all other amounts payable hereunder by such Borrower and under any Note of such Borrower held by such Lender and the termination of such Lender’s Commitment to such Borrower and the LC Issuer shall not be entitled to demand such compensation more than one year after the expiration or termination (by drawing or otherwise) of all Facility LCs issued for the account of such Borrower and the termination of the LC Issuer’s commitment to issue Facility LCs for the account of such Borrower; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or the LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate in reasonable detail as to such amounts submitted to the applicable Borrower and the Administrative Agent by such the applicable Lender or the LC Issuer shall be conclusive and binding binding, for all purposes, absent manifest error. (c) Any Lender claiming compensation pursuant to this Section 2.11 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs. If(a) If after the date hereof, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If after the date hereof any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction after the Effective Date of or any change after the Effective Date (other than including any change by way of imposition or increase of reserve requirements or assessments other than those referred to in the case definition of "Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage" contained in Section 1.01) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request issued or made after the Effective Date from or by any central bank or other governmental authority (whether or not having the force of law), in each case above other than those referred to in Section 2.12, there shall be any increase in the cost to any Lender of agreeing to make make, fund or maintain, or of making, funding or maintaining maintaining, Eurodollar Rate AdvancesAdvances funded in the interbank Eurodollar market, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate reimburse such Lender for all such increased costcosts (except those incurred more than 60 days prior to the date of such demand; for the purposes hereof any cost or expense allocable to a period prior to the publication or effective date of such an introduction, change, guideline or request shall be deemed to be incurred on the later of such publication or effective date). Each Lender agrees to use its best reasonable efforts promptly to notify the Borrower of any event referred to in clause (i) or (ii) above, provided that the failure to give such notice shall not affect the rights of any Lender under this Section 2.11(a) (except as otherwise expressly provided above in this Section 2.11(a)). A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If After one or more Lenders have notified the Borrower of any Lender determines that compliance with any law increased costs pursuant to this Section 2.11, the Borrower may specify by notice to the Administrative Agent and the affected Lenders that, after the date of such notice whenever the election of a Eurodollar Rate Advance by the Borrower for an Interest Period or regulation or any guideline or request from any central bank or other governmental authority (whether or portion thereof would give rise to such increased costs, such election shall not having apply to the force A Advances of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling Lenders during such Interest Period or portion thereof, and, in lieu thereof, such A Advances shall during such Interest Period or portion thereof be Base Rate Advances. Each Lender and that the amount of such capital is increased by agrees to use its best reasonable efforts (including a reasonable effort to change its Applicable Lending Office or based upon the existence to transfer its affected A Advances to an Affiliate of such Lender's commitment ) to lend hereunder and other commitments avoid, or minimize the amount of, any demand for payment from the Borrower under this Section 2.11, provided that such avoidance would not, in the reasonable judgment of this type (including such Lender's commitment , be otherwise disadvantageous to lend hereundersuch Lender. (b) or In the Advances, then, upon demand by event that any Lender shall change its Eurodollar Lending Office and such Lender change results (with a copy at the time of such demand change) in increased costs to the Administrative Agent)such Lender, the Borrower shall immediately pay not be liable to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or for such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent increased costs incurred by such Lender to the extent, but only to the extent, that such increased costs shall be conclusive exceed the increased costs which such Lender would have incurred if the Eurodollar Lending Office of such Lender had not been so changed, but, subject to subsection (a) of this Section 2.11 and binding to Section 2.13, nothing herein shall require any Lender to change its Eurodollar Lending Office for all purposes, absent manifest errorany reason.

Increased Costs. If, due to either If at any time (i) the introduction after the date hereof of or any change (other than any change by way of imposition or increase of reserve requirements in after the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law law, treaty or governmental rule, regulation or order binding on any Lender or (ii) the compliance by any Lender with any guideline guideline, request or request directive enacted or imposed or made after the date hereof from any central bank or other governmental authority Governmental Authority (whether or not having the force of law)) shall (A) impose, there modify, or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, or (ii) impose on any Lender any other condition, and the result of any of the foregoing shall be any to materially increase in the cost to any such Lender of agreeing to make or making, funding funding, or maintaining Eurodollar Rate Advancesany portion of the Loans (except with respect to Excluded Taxes), then the Borrower Borrowers shall from time to time, upon within ten Business Days of written demand (which demand shall be accompanied by a certificate setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail) by such Lender (with a copy of such demand and certificate to the Administrative Loan Agent), pay to the Administrative Loan Agent for the account of such Lender Lender, additional amounts sufficient to compensate such Lender for such increased cost. A Such a certificate as to the amount of such increased cost, submitted to the Borrower Borrowers and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Loan Agent by such Lender shall be conclusive and binding for all purposes, presumptively correct absent manifest error. Notwithstanding the provisions of this paragraph, (x) the Borrowers shall not be obligated to pay any amounts pursuant to this paragraph for periods occurring prior to the 60th day before the giving of such certificate, provided that if the circumstances giving rise to such claim have a retroactive effect then such 60 day period shall be extended to then include such period of retroactive effect, and (y) the Borrowers shall not be required to make any payment otherwise required hereby to any Lender unless such Lender states in its written demand that such claim is not being made on a basis that discriminates against the Borrower as compared to comparable extensions of credit with similarly situated borrowers.

Increased Costs. If, due to either (ia) If the introduction adoption of or any change (other than in any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in Applicable Law or in the interpretation of any law or regulation application thereof or (ii) compliance by the compliance Lender with any guideline request or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority directive (whether or not having the force of law) affects or would affect from any Governmental Authority made subsequent to the amount Closing Date: (i) shall subject the Lender to any Tax of capital required or expected any kind whatsoever with respect to be maintained by such Lender this Agreement or any corporation controlling such payment hereunder, or change the basis of taxation of payments to the Lender in respect thereof; or (ii) shall impose on the Lender any other condition; and that the result of any of the foregoing is to increase the cost to the Lender of making or maintaining the Term Loan, or to reduce any amount of such capital is increased by or based upon the existence of such Lender's commitment to lend receivable hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancesin respect thereof, then, in any such case, the Borrower shall promptly pay the Lender, upon its demand *(which demand shall be accompanied by such Lender (with a copy of statement setting forth the basis for such demand to and a calculation of the Administrative Agentamount thereof in reasonable detail), the Borrower shall immediately pay to Lender such additional amount as will compensate Lender for such increased cost or such reduction, so long as such amount have accrued on or after the Administrative Agent for date which is 180 days prior to the account of such Lender, from time date on which Lender first made demand therefor. If the Lender becomes entitled to time as specified by such Lender, claim any additional amounts sufficient pursuant to compensate such Lender or such corporation in this clause (a), it shall promptly notify the light Borrower of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence event by reason of such Lender's commitment to lend hereunder or the Advances made by such Lender. which it has become so entitled. (b) A certificate in reasonable detail as to such any additional amounts payable pursuant to this Section submitted by the Lender to the Borrower and the Administrative Agent by such Lender shall be conclusive absent clear and binding for all purposes, absent manifest error. In determining any such additional amounts, the Lender may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Term Loan and all other amounts payable hereunder. (c) This Section 4.3 shall apply only to a lender that is a bank or other financial institution.

Increased Costs. (a) If, due to either (i) the --------------- introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Eurocurrency Rate AdvancesAdvances (excluding for purposes of this Section 2.10(a) and Section 2.10(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) – (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrowers, or Other Taxes (as to which Section 2.13 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall from time to timeCompany shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased costcost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Company and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Such certificate shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated borrowers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Company shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower Company and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) For the avoidance of doubt, this Section 2.10 shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in to the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. , provided that the determination thereof shall have been made by such Lender in good faith. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender’s Commitment. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Lender, describing in reasonable detail the manner in which such amounts have been calculated, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination and allocation thereof shall have been made by such Lender in good faith. (c) Notwithstanding any provision of subsections (a) or (b) above to the contrary, no Lender shall be entitled to demand compensation or be compensated thereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower).

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) made or issued after the Effective Date, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.15 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that a Lender claiming additional amounts under this Section 2.12(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office and/or take other commercially reasonable action if the making of such a designation or the taking of such actions would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers and the Administrative Agent by such Lender, shall be conclusive entitled to a presumption of correctness. If any Borrower so notifies the Agent after any Lender notifies the Borrowers of any increased cost pursuant to the foregoing provisions of this Section 2.12(a), such Borrower may, upon payment of such increased cost to such Lender, replace such Lender with a Person that is an Eligible Assignee in accordance with the terms of Section 9.07 (and binding for the Lender being so replaced shall take all purposes, absent manifest error. action as may be necessary to assign its rights and obligations under this Agreement to such Eligible Assignee). (b) If any Lender determines that compliance with any change after the Effective Date in law or regulation or any guideline or request after the Effective Date from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation entity in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower Borrowers and the Administrative Agent by such Lender shall be conclusive entitled to a presumption of correctness. Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and binding Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof and all requests, rules, guidelines or directives promulgated by the Bank for all purposesInternational Settlements, absent manifest errorthe 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 be a change in law covered by this Section 2.12 regardless of the date enacted, adopted, issued or implemented. (c) The Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or capital, liquidity or reserve requirement or pursuant to Section 2.15 for any Taxes incurred more than six months prior to the date that such Lender notifies the Borrowers of the change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax and of such Lender’s intention to claim compensation therefor; provided that if the change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs. (a) If, due to either (i) after the introduction of date hereof, the Administrator, any Lender, Liquidity Provider or Program Support Provider or any change of their respective Affiliates (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentageeach an “Affected Person”) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) Change in Law affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or Affected Person based upon the existence of such Lender's any commitment to lend hereunder make Loans (or otherwise to maintain the Loans) or any related liquidity facility, credit enhancement facility and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancessame type, then, upon demand by such Lender Affected Person (with a copy of such demand to the Administrative AgentAdministrator), the each Borrower shall immediately promptly pay to the Administrative Agent for the account of such LenderAffected Person, from time to time as specified by such LenderAffected Person, additional amounts sufficient to compensate such Lender or such corporation Affected Person in the light of such circumstances, to the extent that such Lender reasonably Affected Person determines such increase in capital to be is allocable to the existence of any of such Lender's commitment commitments. (b) If due to lend hereunder any Change in Law, including a Change in Law that subjects any Affected Person 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, there shall be any increase after the Advances made Closing Date in the cost to any Affected Person of making or maintaining the Loans (or its portion thereof) in respect of which Interest is computed by reference to the Euro-Rate, CDOR or LMIR, then, upon demand by such Lender. A Affected Person, each Borrower shall promptly pay to such Affected Person, from time to time as specified by such Affected Person, additional amounts sufficient to compensate such Affected Person for such increased costs. (c) If an Affected Person requests compensation under this Section 1.7, a certificate describing in reasonable detail as to such amounts and the basis for such Affected Person’s demand for such amounts shall be submitted to the Borrower Borrowers and the Administrative applicable Group Agent by such Lender Affected Person and shall be conclusive and binding for all purposes, absent manifest error. (d) Within a reasonable time period after any Affected Person has actual knowledge that it is subject to increased capital requirements or incurs other increased costs pursuant to this Section 1.7, such Affected Person shall notify the Borrowers and the Servicers of such fact. (e) Notwithstanding anything in this Section 1.7 to the contrary, (i) if any Affected Person fails to give demand for amounts or losses incurred in connection with this Section 1.7 within one hundred and eighty (180) days after it obtains knowledge that it is subject to increased capital requirements or has incurred other increased costs, such Affected Person shall, with respect to amounts payable pursuant to this Section 1.7, only be entitled to payment under this Section 1.7 for amounts or losses incurred from and after the date one hundred and eighty (180) days prior to the date that such Affected Person does give such demand and (ii) the Borrowers shall not be required to pay to any Affected Person (I) any amount that has been fully and finally paid in cash to such Affected Person pursuant to any other provision of this Agreement or any other Transaction Document, or (II) any amount, if the payment of such amount is expressly excluded by any provision of this Agreement or any other Transaction Document.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law law, rule or regulation or (ii) the compliance with with, or the implementation or administration (or change in the administration or enforcement) of, any directive, guideline or request from any central bank or other governmental authority (Governmental Authority, whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, to purchase or purchasing, funding or maintaining Eurodollar Rate AdvancesAdvances or Discounted Notes, or any reduction in the amount owing to, or effective return earned or realizable by, any Lender under this Agreement or any Note in respect of any such Revolving Credit Advances or Discounted Notes, as the case may be (including for purposes of this Section 2.10 any such increased costs resulting from Taxes or Other Taxes for which the Borrowers are obligated to reimburse the Administrative Agent or the Lenders under Section 2.13), then the Borrower shall Borrowers jointly and severally agree to pay from time to timetime to the Administrative Agent, upon for the account of such Lender, additional amounts sufficient to compensate such Lender for all such increased costs or reduced amounts or return, such additional compensation to be paid by the Borrowers within 15 days of the date of demand therefor by such Lender (with a copy of such demand to the Administrative Agent)) for all additional compensation accrued prior to such demand and on the dates specified by such Lender in such demand for all such additional compensation owing to such Lender thereafter; provided, pay however, that if a Lender fails to deliver a demand for any additional compensation to which it is entitled under this Section 2.10(a) within 180 days after such Lender becomes entitled thereto, such Lender shall only be entitled to additional compensation for any such amounts incurred prior to the Administrative Agent for the account date of such Lender additional amounts sufficient demand that accrued from and after the date that is 180 days prior to compensate the date such Lender delivers such demand and for all such additional compensation that shall accrue on and after the date of such demand; and provided further, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased costcost or reduced amount or return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased costcost or reduced amount or return in reasonable detail (including the basis of calculation thereof), submitted to the Borrower Borrowers and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law law, rule or regulation or any directive, guideline or request from any central bank or other governmental authority (Governmental Authority, or any change therein or in the implementation, administration or enforcement thereof, that is enacted or becomes effective, or is implemented or is first required or expected to be complied with, after the date of this Agreement, whether or not having the force of law) , affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or is based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment type, then the Borrowers jointly and severally agree to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand pay from time to time to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or hereunder, such additional compensation to be paid by the Advances made Borrowers within 15 days of the date of demand therefor by such LenderLender (with a copy of such demand to the Administrative Agent) for all additional compensation accrued prior to such demand and on the dates specified by such Lender in such demand for all such additional compensation owing to such Lender thereafter; provided, however, that if a Lender fails to deliver a demand for any additional compensation to which it is entitled under this Section 2.10(b) within 180 days after such Lender becomes entitled thereto, such Lender shall only be entitled to additional compensation for any such amounts incurred prior to the date of such demand that accrued from and after the date that is 180 days prior to the date such Lender delivers such demand and for all such additional compensation that shall accrue on and after the date of such demand. A certificate in reasonable detail as to such amounts in reasonable detail (including the basis of calculation thereof), submitted to the Borrower Borrowers and the Administrative Agent by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) If a Lender demands additional compensation under Section 2.10(a) or 2.10(b) with respect to Eurodollar Rate Advances or Discounted Notes, the Borrowers may (but shall not be obligated to), upon at least five Business Days' notice to such Lender (with a copy of such notice to the Administrative Agent), elect that, until the circumstances causing such demand for additional compensation no longer apply to such Lender, all Eurodollar Rate Advances that would otherwise be made, and all Discounted Notes that would otherwise be purchased, by such Lender as part of any Revolving Credit Borrowing shall be made instead as Base Rate Advances, and all payments of principal of and interest on such Base Rate Advances shall be made at the same time as payments on the Eurodollar Rate Advances or the Discounted Notes, as the case may be, otherwise comprising part of such Revolving Credit Borrowing.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in to the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. , provided that the determination thereof shall have been made by such Lender in good faith. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such LenderCommitment. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Lender, describing in reasonable detail the manner in which such amounts have been calculated, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination and allocation thereof shall have been made by such Lender in good faith. (c) Notwithstanding any provision of subsection (a) or (b) above to the contrary, no Lender shall be entitled to demand compensation or be compensated thereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower).

Increased Costs. If, due to either (i) If the introduction result of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advancesin, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of or application of, any law or regulation (including, without limitation, those relating to Taxation, capital adequacy, liquidity, reserve assets and special deposits) is to:- (A) subject any Lender to Taxes or change the basis of Taxation of any Lender with respect to any payment under this Agreement (other than Taxes or Taxation on the overall net income, profits or gains of such Lender imposed in the jurisdiction in which its principal office or Lending Branch is located); and/or (B) increase the cost to, or impose an additional cost on, any Lender in making or keeping its Commitment available or maintaining or funding its Contribution or otherwise in maintaining its obligations under this Agreement; and/or (C) reduce the amount payable or the effective return to any Lender under this Agreement; and/or (D) reduce any Lender’s rate of return on its capital by reason of a change in the manner in which it is required to allocate capital resources to its obligations under this Agreement; and/or (E) require any Lender to make a payment or forgo a return on or calculated by reference to any amount received or receivable by it under this Agreement then and in each such case (but subject to Clause 7.3 (Exceptions)):- (i) such Lender shall notify the Borrower in writing of such event promptly upon it becoming aware of the same specifying reasonable details of the relevant event and of any increased cost, reduction in any rate of return or increased liability and its method of calculation and attribution to its obligations under this Agreement; and (ii) the compliance with Borrower shall on demand, made at any guideline or request from any central bank or other governmental authority (time whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent)relevant Lender’s Contribution has been repaid, pay to the Administrative Facility Agent for the account of such Lender additional amounts sufficient the amount which such Lender specifies (in a certificate setting forth the basis of the computation of such amount in reasonable detail but not including any matters which such Lender regards as confidential in relation to its funding arrangements) is required to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lenderreduction, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law payment or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorforgone return.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. If, (a) If due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), in each case, after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Eurocurrency Rate Advances or Floating Rate Advances, then the Borrower shall such Lender may from time to time, upon demand by time give notice of such Lender circumstances to the Company (with a copy of such demand to the Administrative Agent); provided that each Lender agrees, pay before giving any such notice, to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the Administrative Agent for the account making of such a designation would avoid the need for, or reduce the amount of, such increased costs and would not be disadvantageous to such Lender. The amount sufficient to compensate such Lender additional in light of such increase in costs to such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith on a basis that allocates the amounts sufficient to compensate such Lender for in light of such increased costincrease ratably among all applicable Advances. A certificate as specifying the event referred to in this Section 2.11(a), the amount sufficient to compensate such Lender and the basis of its computation (which shall be reasonable), submitted in good faith to the amount of such increased cost, submitted to the Borrower Company and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, purposes absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Company of the occurrence of any event referred to in the first sentence of this Section 2.11(a). (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender may from time to time give notice of such circumstances to the Company (with a copy of such demand to the Administrative Agent); provided that each Lender agrees, before giving any such notice, to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, the Borrower shall immediately pay cost to the Administrative Agent for the account Lender of such Lender, from time to time as specified increase in the amount of capital maintained by such Lender and would not be disadvantageous to such Lender, additional amounts . The amount sufficient to compensate such Lender or such corporation in the light of such circumstances, increase in the amount of capital maintained by such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate specifying the event referred to in reasonable detail as this Section 2.11(b), the amount sufficient to compensate such amounts Lender and the basis of its computation (which shall be reasonable), submitted in good faith to the Borrower Company and the Administrative Agent by such Lender Lender, shall be conclusive and binding for all purposes, purposes absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Company of the occurrence of any event referred to in the first sentence of this Section 2.11(b). 364-DAY CREDIT AGREEMENT (c) The Company shall, within five days of receiving a notice from any Lender pursuant to clause (a) or (b) of this Section 2.11, elect (and shall notify such Lender and the Administrative Agent of such election) to: (i) pay to the Administrative Agent in Dollars for the account of such Lender, from time to time commencing on the date of notice by such Lender and as specified by such Lender, (A) the amount such Lender has set forth in the certificate which such Lender has delivered to the Company pursuant to clause (a) of this Section 2.11 or (B) the amount such Lender has set forth in the certificate which such Lender has delivered to the Company pursuant to clause (b) of this Section 2.11; or (ii) if no Default shall have occurred and be continuing, require that such Lender assign to the Company's designated assignee or assignees, in accordance with the terms of Section 8.07, all Advances then owing to such Lender and all rights and obligations of such Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (B) no Lender shall be obligated to make any such assignment as a result of a demand by the Company pursuant to this Section 2.11(c) unless and until such Lender shall have received one or more payments from either the Company or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the A Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all Facility Fees, Utilization Fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such assignment and amounts payable under Section 8.04(a)) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance; provided that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments so assigned or terminated under this Section 2.11, Section 2.12(b) and Section 2.15(g) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Closing Date. Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged; provided that such Lender's rights under Sections 2.11, 2.15 and 8.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to the date of termination of such Lender's Commitment.

Increased Costs. If(a) If on or after the date of this Agreement, due to either any Lender or LC Issuer determines that (i) the introduction of or any change (other than than, in the case of Eurodollar Advances, any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advancesrequirements, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there ) shall be any increase in the cost to any such Lender or such LC Issuer, as the case may be, of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or of issuing or participating in any Facility LC, then the Borrower shall from time to time, upon demand by such Lender or such LC Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuer additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender or such LC Issuer for such increased cost; provided that no Lender shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made and no LC Issuer shall be entitled to demand such compensation more than 90 days following the expiration or termination (by a drawing or otherwise) of the Facility LC in respect of which such demand is made; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or an LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such demand is made within 90 days after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lendera Lender or an LC Issuer, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender or LC Issuer determines that that, after the date of this Agreement, compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or such LC Issuer or any corporation Person controlling such Lender or such LC Issuer and that the amount of such capital is increased by or based upon the existence of such Lender's ’s Commitment, such LC Issuer’s commitment to lend hereunder and other commitments of this type (including issue Facility LCs, the Advances made by such Lender's commitment to lend hereunder) Lender or the AdvancesReimbursement Obligations owed to such LC Issuer, as the case may be, then, upon demand by such Lender or such LC Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or such LC Issuer, from time to time as specified by such LenderLender or such LC Issuer, additional amounts sufficient to compensate such Lender Lender, such LC Issuer or such corporation controlling Person, as applicable, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder ▇▇▇▇▇▇’s Commitment or the Advances made by such LenderLender or such LC Issuer determines such increase in capital to be allocable to such LC Issuer’s commitment to issue Facility LCs or the Reimbursement Obligations owed to such LC Issuer; provided that no Lender shall be entitled to demand such compensation more than one year following the payment to or for the account of such Lender of all other amounts payable hereunder by the Borrower and the termination of such ▇▇▇▇▇▇’s Commitment and no LC Issuer shall be entitled to demand such compensation more than one year after the expiration or termination (by drawing or otherwise) of all Facility LCs issued by such LC Issuer and the termination of such LC Issuer’s commitment to issue Facility LCs; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such the applicable Lender or LC Issuer shall be conclusive and binding binding, for all purposes, absent manifest error. (c) Any Lender claiming compensation pursuant to this Section 2.11 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in to the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. , provided that the determination thereof shall have been made by such Lender in good faith. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such LenderCommitment. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Lender, describing in reasonable detail the manner in which such amounts have been calculated, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination and allocation thereof shall have been made by such Lender in good faith. (c) Notwithstanding the provisions of subsection (a) or (b) above to the contrary, no Lender shall be entitled to demand compensation or be compensated thereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower).

Increased Costs. If, due The Borrower agrees to either (i) indemnify each Lender for its actual and documented increased costs that are the introduction result of or any a change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in Law or in the official interpretation of any law thereof or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over such Lender (whether or not having the force of law), there shall be any increase ) adopted or made (i) in the cost case of the Initial Lenders, after the date of this Agreement, (ii) in the case of any other Lender, after the date such Lender shall have become a party to any this Agreement by executing and delivering an Assignment and Acceptance, and (iii) in the case of a Lender which has a Competitive Bid Advance outstanding, after the date of such Lender's offer with respect to such Competitive Bid Advance pursuant to Section 2.03, which costs are reasonably incurred by such Lender and are the result of (x) such Lender agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or, then unless otherwise specified by the Borrower shall from time to timein the related Notice of Competitive Bid Borrowing, upon demand by such Lender LIBO Rate Advances or (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If y) any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect increase in the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or Lender, based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstancestype, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder hereunder). The foregoing indemnity shall not apply to (A) any such change of Law or interpretation or any adoption or making of any such guideline or request that is anticipated on the Advances applicable date set forth above, (B) any period or periods ending more than 120 days prior to demand for indemnification being made by or (C) any such Lender. A certificate in reasonable detail increased costs resulting from (a) Taxes or Other Taxes (as to which Section 2.14 shall govern) or (b) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such amounts submitted Lender is organized or has its Applicable Lending Office or any political subdivision thereof. The Borrower shall from time to the Borrower and the Administrative Agent time, within 30 days following demand by such Lender shall be conclusive and binding complying with Section 8.04(d) (with a copy of such demand to the Agent), pay to the Agent for all purposes, absent manifest errorthe account of such Lender additional amounts sufficient to compensate such Lender for such increased costs.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), in each case announced after the date hereof or the date a Lender becomes a party hereto pursuant to an Assumption Agreement or an Assignment and Assumption, as applicable (provided that any such Lender assignee shall be entitled to compensation under this Section to the same extent that the Lender assigning such interest was entitled to claim as of the date of such assignment), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.10 any such increased costs resulting from taxes, including Taxes or Other Taxes (as to which Section 2.13 shall govern)), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to setting forth in reasonable detail the reasons for and amount (including the calculation) of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. ; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) announced after the date hereof or the date a Lender becomes a party hereto pursuant to an Assumption Agreement or an Assignment and Assumption, as applicable (provided that any such Lender assignee shall be entitled to compensation under this Section to the same extent that the Lender assigning such interest was entitled to claim as of the date of such assignment), affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's ’s commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder hereunder. (c) For the avoidance of doubt, this Section 2.10 shall apply to all requests, rules, guidelines or directives (x) issued in connection with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the Advances made by such LenderUnited States or foreign regulatory authorities, in each case pursuant to Basel III, regardless of the date enacted, adopted or issued. A certificate setting forth in reasonable detail as to the reasons for and such amounts (including a calculation thereof) submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) after the date hereof, there shall be any increase in the actual cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.09 any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income (or franchise tax in lieu of such taxes) by the United States or by the foreign jurisdiction or by state or local Governmental Authority under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such actual increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder hereunder. (c) Each Lender shall notify the Borrower of any event occurring after the date of this Agreement entitling such Lender to the compensation under paragraph (a) or (b) of this Section 2.09 as promptly as practicable, but in any event within 120 days, after such Lender obtains actual knowledge thereof, provided that if any Lender fails to give such notice within 120 days after it obtains actual knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section 2.09 in respect of any costs resulting from such event, only be entitled to payment under this Section 2.09 for costs incurred from and after the Advances made by date 120 days prior to the date that such LenderLender does give such notice. A certificate in reasonable detail as to such amounts submitted Each Lender will furnish to the Borrower and (with a copy to the Administrative Agent Agent) a certificate setting forth the basis and amount of each such request by such Lender for compensation under paragraph (a) or (b) of this Section 2.09. Determinations and allocations by any Lender for purposes of this Section 2.09 of the effect of any event pursuant to this Section 2.09 shall be conclusive and binding for all purposes, absent manifest errorerror in the calculation of such amount.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (x) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (y) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Company and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this such type (including such Lender's commitment to lend hereunder) or the Advancesissuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Company shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's ’s commitment to lend or to issue or participate in Letters of Credit hereunder or to the Advances made by such Lenderissuance or maintenance of or participation in any Letters of Credit. A certificate in reasonable detail as to such amounts submitted to the Borrower Company and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction after the date hereof of or any change (other than any change by way of imposition or increase of reserve requirements in after the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes after the date hereof in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding prima facie evidence of the correctness thereof for all purposes, absent manifest error. . (b) If any Lender reasonably determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) adopted or issued after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding prima facie evidence of the correctness thereof for all purposes, absent manifest error. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the change or circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided further that, if the change or circumstance giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs. If, The Borrower agrees to indemnify each Lender for its actual and documented losses (whether due to either (idecreased revenues or increased costs) that are the introduction result of or any a change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in Law or in the official interpretation of any law thereof or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority having jurisdiction over such Lender (whether or not having the force of law) adopted or made (a) in the case of the Initial Lenders, after the date of this Agreement; and (b) in the case of any other Lender, after the date such Lender shall have become a party to this Agreement by executing and delivering an Assignment and Acceptance or a Designation Agreement (as the case may be), there shall be any increase in which costs are reasonably incurred by such Lender and are the cost to any result of (i) such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender ; or (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If ii) any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect increase in the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or Lender, based upon the existence of such Lender's commitment to lend hereunder under this Agreement and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstancestype, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder under this Agreement. The foregoing indemnity shall not apply to (A) any such change of Law or interpretation or any adoption or making of any such guideline or request that is anticipated on the Advances date of this Agreement, (B) any period or periods ending more than one hundred and twenty (120) days prior to demand for indemnification being made by or (C) any such Lender. A certificate in reasonable detail losses resulting from (1) Taxes or Other Taxes (as to which Section 2.13 shall govern); or (2) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such amounts submitted Lender is organized or has its Applicable Lending Office or any political subdivision thereof. The Borrower shall from time to the Borrower and the Administrative Agent time, within thirty (30) days following demand by such Lender shall be conclusive and binding complying with Section 8.04(d) (with a copy of such demand to the Agent), pay to the Agent for all purposes, absent manifest errorthe account of such Lender additional amounts sufficient to compensate such Lender for such losses.

Increased Costs. If, due to either (i) the introduction of or --------------- any change in or in the interpretation of any law or regulation (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in determining the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any the Lender of agreeing to make or making, funding or maintaining any Loans at the Eurodollar Rate AdvancesRate, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent)Lender, pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such the Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and by the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If the Borrower so notifies the Lender within five Business Days after the Lender notifies the Borrower of any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having increased cost pursuant to the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments foregoing provisions of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent)Section 2.10, the Borrower shall immediately pay to may either (A) prepay in full all Loans bearing interest at the Administrative Agent Eurodollar Rate then outstanding in accordance with Section 2.6(b) and, additionally, reimburse the Lender for such increased cost in accordance with this Section 2.10, or (B) require the account of such LenderLender to, and the Lender shall, convert all Loans bearing interest at the Eurodollar Rate into Loans bearing interest at the Base Rate in effect from time to time as specified by time, and additionally, reimburse the Lender for such Lenderincreased cost in accordance with this Section 2.10, additional amounts sufficient to compensate such Lender or such corporation provided that in the light of such circumstancesevent that the election in (B) is made by the -------- ---- Borrower, the Lender's obligations to the extent that such Lender reasonably determines such increase in capital make Loans hereunder shall thereafter be deemed to be allocable obligations to make Loans at the existence of such Lender's commitment Base Rate in effect from time to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errortime.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances or of agreeing to issue or of issuing or maintaining Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender Party (with a copy of such demand to the Administrative Paying Agent), pay to the Administrative Paying Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.11(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If the Borrower so notifies the Paying Agent within ten Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.11(a), the Borrower may, upon payment of such increased cost to such Lender, replace such Lender with a Person that is an Eligible Assignee in accordance with the terms of Section 8.07 (and the Lender being so replaced shall take all action as may be necessary to assign its rights and obligations under this Agreement to such Eligible Assignee). (b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such LenderLender Party's commitment to lend or to issue Letters of Credit hereunder and other commitments of this such type (including such Lender's commitment to lend hereunder) or the Advancesissuance or maintenance of the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender Party (with a copy of such demand to the Administrative Paying Agent), the Borrower shall immediately pay to the Administrative Paying Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party or such corporation in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such LenderLender Party's commitment to lend or to issue Letters of Credit hereunder or the Advances made by such Lenderissuance or maintenance of the Letters of Credit (or similar contingent obligations). A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Paying Agent by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower Borrowers and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.10 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.13 shall govern) or participating in any Facility LC or to any LC Issuer of agreeing to issue any Facility LC hereunder and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender or such LC Issuer is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender or such LC Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuer, as applicable, additional amounts sufficient to compensate such Lender or such LC Issuer, as applicable, for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such LenderLender or such LC Issuer, as applicable, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender or LC Issuer determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer, as applicable, and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder or to participate in Facility LCs hereunder and other commitments of this type (including or such LenderLC Issuer's commitment to lend issuance of Facility LCs hereunder) or the Advances, then, upon demand by such Lender or such LC Issuer, as applicable, (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or such LC Issuer, as applicable, from time to time as specified by such LenderLender or such LC Issuer, as applicable, additional amounts sufficient to compensate such Lender or such LC Issuer, as applicable, or such corporation in the light of such circumstances, to the extent that such Lender or such LC Issuer, as applicable, reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by to participate in Facility LCs hereunder or such LenderLC Issuer's issuance of Facility LCs hereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender or such LC Issuer, as applicable, shall be conclusive and binding for all purposes, absent manifest error. (c) In the event that a Lender demands payment from the Borrower for amounts owing pursuant to subsection (a) or (b) of this Section 2.10, the Borrower may, upon payment of such amounts and subject to the requirements of Sections 8.04 and 8.07, substitute for such Lender another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such Lender and purchase the Outstanding Credit Exposures held by such Lender in accordance with Section 8.07, provided, however, that (i) no Default shall have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations in connection with the Loan Documents with respect to such Lender, and (iii) if such assignee is not a Lender, (A) such assignee is acceptable to the Agent and (B) the Borrower shall have paid the Agent a $3,000 administrative fee.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included reflected in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation Applicable Law or (ii) the compliance with any guideline or request from any central bank or other governmental authority Authority charged with the administration, enforcement or interpretation thereof (whether or not having the force of law), ) there shall be any increase in the cost to the Lender or any Secondary Lender, any entity which enters into a commitment to make or purchase Advances of any interest therein under any Program Document or any of their respective Affiliates (each an "Affected Person") (or any corporation controlling the Lender or any Secondary Lender) of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances to the Borrower, then the Borrower shall from time to time, upon demand by the Lender or such Secondary Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of the Lender or such Secondary Lender additional amounts (without duplication of any other amounts payable hereunder) sufficient to compensate the Lender or such Secondary Lender for such increased cost. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type with respect to other borrowers. A certificate as to the amount of such increased cost, submitted to the Borrower and by the Administrative Agent by Lender or such Secondary Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender an Affected Person determines that compliance with any law or regulation or any guideline Applicable Law or request from any central bank or other governmental authority Authority charged with the interpretation or administration thereof (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender Affected Person and that the amount of such capital is increased by or based upon the existence of such LenderAffected Person's commitment to lend hereunder and other commitments of this type (including under the Program Documents or upon such LenderAffected Person's commitment to lend hereunder) making, funding or the maintaining Advances, then, upon demand by of such Lender Affected Person (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such LenderAffected Person, from time to time as specified by such LenderAffected Person, additional amounts sufficient to compensate such Lender or such corporation Affected Person in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate setting forth in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Affected Person shall be conclusive and binding for all purposes, absent manifest error. (c) The Affected Person agrees to use reasonable efforts to advise the Borrower promptly of the occurrence of any circumstances giving rise to a claim for reimbursement pursuant to the foregoing Sections 2.07(a) or 2.07(b), but the failure to do so shall not affect or impair the Borrower's obligations thereunder. The Affected Person further agrees that amounts payable as specified in Sections 2.07(a) or 2.07(b) by the Borrower specified in any Certificate referenced in Sections 2.07(a) and 2.07(b) shall be limited to amounts accrued or incurred by such Affected Person during the one hundred and eighty (180) day period preceding the Affected Person's delivery to the Borrower of such certificate. (d) The Affected Person agrees that, upon the occurrence of any event giving rise to additional amounts pursuant to Sections 2.07(a) or 2.07(b), it will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of the Affected Person) to designate a different lending office; provided, however, that such designation is made on such terms that the Affected Person and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding future consequence of the event giving rise to the operation of any such Section. If such increased costs are not eliminated by any such designation and the applicable Affected Person does not waive payment of such additional amounts, the Agent, may at its sole discretion within sixty (60) days, recommend to the Borrower a replacement Lender or Secondary Lender, as the case may be, not so affected. If after the sixty (60) day period described in the preceding sentence a replacement Lender or Secondary Lender, as the case may be, has not been procured, the Borrower may propose a replacement Lender or Secondary Lender, as the case may be, not so affected and, upon approval of the Agent, the Affected Person shall assign its interests hereunder to such a replacement Lender or Secondary Lender, as the case may be. The parties hereby agree that unless and until the Affected Person to be replaced (i) is paid in full for all amounts due and owing hereunder and under any other Program Document, and (ii) enters into assignment documents with the replacement Lender or Secondary Lender, as the case may be, which are reasonably satisfactory to such Affected Person, it shall have no obligation to assign any of its rights and interests hereunder. Each such Affected Person agrees to take all actions necessary to permit a replacement to succeed to its rights and obligations hereunder. The Borrower agrees to pay all reasonable expenses incurred by the Affected Person in utilizing another lending office of the Affected Person or in assigning its interest pursuant to this Section 2.07(d). Nothing in this Section 2.07(d) shall affect or postpone any of the obligations of the Borrower or the rights of the Affected Person elsewhere herein.

Increased Costs. If, due to either (ia) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in after the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law or regulation or (iib) the compliance with any guideline or request promulgated after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in (i) the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.10 any such increased costs resulting from Taxes or Other Taxes or from changes in the basis or rate of taxation of net income or gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is subject to tax as a result of a present or former connection between such Lender and such foreign jurisdiction or state) or (ii) the amount of capital required to be maintained by such Lender or any corporation controlling such Lender based on the existence of its Commitment hereunder, then the Borrower shall Borrowers jointly and severally agree from time to time, upon within five Business Days after receipt by both Borrowers of a written demand by such Lender (with a copy of such demand to the Administrative Agent), to pay to the Administrative Agent for the account of such Lender additional amounts sufficient as shall accrue from and after the date of demand by such Lender to compensate such Lender for such increased cost. A certificate as cost or such increase of capital; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize such additional amounts and to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost or such increase of capital and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender; and provided, further, that the Borrowers shall be required jointly and severally to pay to such Lender only such additional amounts as shall be required to compensate such Lender for such increased cost, submitted to cost or such increase of capital as shall accrue from and after the Borrower and the Administrative Agent date of demand by such Lender. In determining such additional amounts, such Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s determination of compensation owing under this Section 2.10 shall be conclusive and binding for all purposesbinding, absent manifest error. If Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10, will give prompt written notice thereof to the Borrowers, which notice shall show the basis for the calculation of such additional amounts. Notwithstanding anything herein to the contrary, either Borrower shall have the right to unilaterally terminate the Commitment of any Lender determines demanding additional amounts under this Section 2.10 sixty (60) days after providing to such Lender a notice of termination; provided that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or such termination shall not having the force of law) affects or would affect the amount of capital result in a reduction in amounts required or expected to be maintained paid pursuant to this Section 2.10. Each of the Borrowers shall, concurrent with such termination, pay or prepay, as the case may be, to such Lender the aggregate amount, if any at such time, of all Advances and other amounts payable by such Lender or any corporation controlling Borrower to such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments under this Agreement. Notwithstanding any provision of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand Agreement to the Administrative Agent)contrary, Section 2.13 shall provide the Borrower shall immediately pay exclusive remedy to the Administrative Agent for the account Lenders in respect of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower Taxes and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorOther Taxes.

Increased Costs. If, due to either If (i1) the introduction adoption, after the date hereof, of any applicable Law, rule or regulation regarding capital adequacy, (2) any change (other than any change by way of imposition or increase of reserve requirements in change, after the case of Eurodollar Rate Advancesdate hereof, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation or administration of any law such law, rule or regulation or (ii) the compliance with any guideline or request from by any central bank or other governmental authority Government Entity charged with the interpretation or administration thereof or (whether 3) compliance by a Lender or not having the force of law), there shall be any increase in the cost to any corporation or bank controlling a Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law applicable guidelines or regulation or any guideline or request from requests of general applicability, issued after the date hereof, by any central bank or other governmental authority Government Entity (whether or not having the force of law) affects or would affect that constitutes a change of the nature described in clause (2), has the effect of (x) requiring an increase in the amount of capital required or expected to be maintained by such a Lender or any corporation or bank controlling a Lender or (y) -------- * Confidential 11 reducing the rate of return on assets or capital of such Lender (or such corporation or bank) and such adoption, change or compliance, as the case may be, relates to a category of claims or assets that the amount of such capital is increased by or based upon the existence of includes such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent)Loans, the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, Lender from time to time such additional amount or amounts as specified by such Lender, additional amounts sufficient are necessary to compensate such Lender or for such corporation in the light portion of such circumstances, increase or reduction as shall be reasonably allocable to such Lender's Loans or obligations to the extent Borrower hereunder; PROVIDED, that no such amounts shall be payable by the Borrower to any Lender pursuant to this Section unless such Lender certifies to the Borrower that, such Lender is assessing to its other borrowers (of loans similar to the Loans) comparable allocable costs, PROVIDED, FURTHER, that the Borrower shall have no obligations under this Section after consummation of any Assignment of the Loans, in whole or in part, except with respect to any part retained by a Brazilian Lender. Each Lender will notify the Borrower of any event occurring after the date of this Agreement that will entitle such Lender to compensation pursuant to this Section as promptly as practicable but in any event within 90 days, after such Lender obtains Actual Knowledge thereof; PROVIDED, HOWEVER, that if any Lender fails to give such notice within 90 days after it obtains Actual Knowledge of such an event, such Lender shall, with respect to compensation payable pursuant to this Section in respect of any costs resulting from such event, be entitled to payment under this Section only for costs incurred from and after the date 90 days prior to the date that such Lender reasonably determines does give such notice. Such notice shall describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by a Lender for purposes of this Section of the effect of any increase in the amount of capital required to be maintained by the bank and of the amount allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted obligations to the Borrower and the Administrative Agent by such Lender hereunder shall be conclusive and binding for all purposes, absent manifest errorPRIMA FACIE evidence of the amounts owed under this Section.

Increased Costs. If, due to either 4.1 If by reason of (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation its interpretation or administration and/or (ii) the compliance with any guideline request or request from requirement of any central bank or other governmental fiscal, monetary or other authority (whether including without limitation, a request or not having requirement which affects the force manner in which the Lender allocates capital resources to its obligations hereunder):- (a) the Lender incurs a cost as a result of law), entering into this Agreement performing its obligations and/or assuming or maintaining its commitment hereunder and/or making the Loan available; or (b) there shall be is any increase in the cost to any the Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advancesall or any of the advances comprised in a class of advances formed by or including the Loan; or (c) the Lender incurs a cost as a result of its having made the Loan available or the Lender becomes liable to make any payment on account of tax or otherwise (other than a tax imposed on its overall net income) on or calculated by reference to the amount of the Loan and/or any sum received or receivable by it hereunder, or any liability in respect of any such payment is imposed, levied or assessed against the Lender then the Borrower shall from time to time, upon time within three Business Days of a demand by such Lender (with a copy of such demand to the Administrative Agent)Lender, pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate indemnify the Lender against, as the case may be, (i) such costs, (ii) such reduction in the rate of return (or such proportion of such reduction as is in the opinion of the Lender for attributable to its obligations hereunder), (iii) such increased cost. A certificate as to the amount costs (or such proportion of such increased costcosts as is in the opinion of the Lender attributable to its funding the Loan), submitted or (iv) such cost or liability (or such proportion thereof as is in the opinion of the Lender attributable to making the Loan available). 4.2 If the Lender makes a claim pursuant to Clause 4.1 it shall promptly after it becomes aware of the circumstances giving rise to such claim deliver to the Borrower and a certificate to that effect setting out in reasonable detail the Administrative Agent by basis of such Lender, claim. This certificate shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light absence of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation interpretation, administration, implementation or application of (to the extent any law such introduction or change occurs after the date hereof) any law, rule, treaty or regulation or (ii) the compliance with any guideline guideline, rule, directive or request from of any central bank or other governmental authority adopted or made after the date hereof (whether or not having the force of law), there shall be any increase in the cost (other than on account of (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesLoans, then the Borrower shall from time to time, upon demand within 30 days after delivery by such Lender to the Borrower (with a copy of such demand to the Administrative Agent)) of a certificate as to the amount of (and specifying in reasonable detail the basis for) such increased cost, pay (subject to Section 2.11(c)) to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of the increased costs set forth in such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, certificate (which certificate shall be conclusive and binding for all purposes, absent manifest error. ); provided that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (b) If any Lender determines that compliance with any law law, rule, treaty or regulation enacted or introduced after the date hereof or any guideline guideline, rule, directive or request from of any central bank or other governmental authority adopted or made (subject to Section 2.11(d) below) after the date hereof (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand within 30 days after delivery by such Lender to the Borrower (with a copy of such demand to the Administrative Agent)) of a certificate as to (and specifying in reasonable detail the basis for) the Additional Amounts (as hereinafter defined) requested by such Lender, the Borrower shall immediately pay (subject to Section 2.11(c)) to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate the amount specified in such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender (which certificate shall be conclusive and binding for all purposes, absent manifest error). For purposes hereof, the “Additional Amounts” that may be requested by any Lender under this Section 2.11(b) means such amounts as such Lender shall reasonably determine to be sufficient to compensate such Lender or any corporation controlling such Lender for any costs that such Lender reasonably determines are attributable to the maintenance by such Lender (or such corporation) of capital or liquidity in respect of its commitments to lend hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or such corporation) to a level below that which such Lender (or such corporation) could have achieved but for the enactment or introduction of such law or regulation or the adoption or making of such guideline or request). (c) The Borrower shall not be obligated to pay any additional amounts arising pursuant to clauses (a) and (b) of this Section 2.11 that are attributable to the Excluded Period with respect to such additional amount; provided, that if an applicable law, rule, regulation, guideline or request shall be adopted or made on any date and shall be applicable to the period (a “Retroactive Period”) prior to the date on which such law, rule, regulation, guideline or request is adopted or made, the limitation on the Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such Retroactive Period. (d) Notwithstanding the foregoing, this Section 2.11 shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy 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 financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented; provided that any claim made by a Lender under this Section 2.11 shall be generally consistent with such Lender’s treatment of other customers of such Lender that such Lender considers, in its reasonable discretion, to (i) be similarly situated to the Borrower and (ii) have generally similar provisions in their credit agreements with such Lender.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.11(a) and Section 2.11(b) any such increased costs resulting from (i) Taxes or taxes described in clauses (w) – (z) of the definition of Taxes, imposed on or with respect to any payment made by or on behalf of the Borrower, or Other Taxes (as to which Section 2.14 shall govern) and (ii) Other Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower shall shall, from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased costcost provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Such certificate shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated borrowers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. For the avoidance of doubt, this Section 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or the United States financial regulatory authorities, regardless of the date adopted, issued, promulgated or implemented.

Increased Costs. If(a) If at any time after the date hereof, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall and from time to time, upon demand any Lender determines that the adoption or modification of any applicable federal, state, local or foreign law, rule or regulation regarding such Lender's required levels of reserves, insurance or capital (including any allocation of capital requirements or conditions, but excluding federal income tax liability), or similar requirements, or any interpretation or administration thereof by any court, governmental authority, central bank or comparable agency charged with the interpretation, administration or compliance of such Lender with any of such requirements, has or would have the effect of (i) increasing such Lender's net costs relating to the Loans (including LIBOR Loans) hereunder (which, with respect to any Base Rate Loan, such increase in costs is not reflected in an increase in the Adjusted Base Rate as determined by such Lender in its reasonable discretion), (with a copy ii) reducing the yield or rate of return of such demand Lender on the Loans (including LIBOR Loans) hereunder, to a level below that which such Lender could have achieved but for the Administrative Agentadoption or modification of any such requirements, (iii) changing the basis of taxation of payments to such Lender of the principal or interest on any LIBOR Loan or other amounts payable under this Credit Agreement in respect thereof or (iv) imposing of any reserve, special deposit or similar requirements relating to any extensions of credit on other assets of, or any deposits with or other liabilities of, such Lender (such increases or reductions collectively referred to as "Increased Costs"), the Borrower shall, within fifteen (15) days of any request by Lender, pay to such Lender an amount equal to such Increased Costs. No failure by any Lender to demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender's right to demand payment of any amounts arising at any subsequent time. Nothing herein contained shall be construed or so operate as to require the Administrative Agent for Borrower to pay any interest, fees, costs or charges greater than is permitted by applicable law. (b) Without limiting the account effect of SECTION 4.12(a), in the event that, by reason of any Regulatory Change, any Lender either (i) incurs increased costs based on or measured by the excess above a specified level of the amount of a category of deposits or other liabilities of such Lender additional amounts sufficient that includes deposits by reference to compensate which the interest rate on LIBOR Loans is determined as provided in this Credit Agreement or a category of extensions of credit or other assets of such Lender for such increased cost. A certificate as that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such increased costcategory of liabilities or assets that it may hold, submitted then, if such Lender so elects by notice to the Borrower and the Administrative Agent by Agent, the 45 obligation of such LenderLender to make, renew and convert Loans of any other type into, LIBOR Loans hereunder, shall be conclusive suspended until the date such Regulatory Change ceases to be in effect (and binding all LIBOR Loans then outstanding shall be converted into Base Rate Loans in accordance with SECTION 4.6 hereof). (c) Determinations by any Lender for all purposespurposes of SECTIONS 4.8 or 4.12 of the effect of any Regulatory Change on its costs or legality of making or maintaining LIBOR Loans or on amounts receivable by it in respect of LIBOR Loans, and of the additional amounts required to compensate such Lender in respect of any Increased Costs, shall, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to , be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorconclusive.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements Change in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation Law or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesLoans or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes after the date hereof in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding prima facie evidence of the correctness thereof for all purposes, absent manifest error. . (b) If any Lender reasonably determines that any Change in Law or compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) adopted or issued after the date hereof affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding prima facie evidence of the correctness thereof for all purposes, absent manifest error. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the change or circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the change or circumstance giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Eurocurrency Rate Advances, Advances included in the Eurodollar Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar EURO Rate AdvancesAdvances made to any Borrower, then the such Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that Borrowers shall have no obligation to pay an additional amount in respect of any increased cost attributable to the period before 90 days prior to the date of such demand. A certificate as to the amount and manner of calculation of such increased cost, submitted to the such Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers receiving such Advances shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or hereunder; provided that Borrowers shall have no obligation to pay an additional amount in respect of any additional amount attributable to the Advances made by period before 90 days prior to the date of such Lenderdemand. A certificate in reasonable detail as to such amounts and the manner of calculation thereof submitted to the Borrower Borrowers and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) If a Lender shall change its Applicable Lending Office, such Lender shall not be entitled to receive any greater payment under Sections 2.09 and 2.11 than the amount such Lender would have been entitled to receive if it had not changed its Applicable Lending Office, unless such change was made at the request of the Borrowers or at a time when the circumstances giving rise to such greater payment did not exist. If the Borrowers are required to pay additional amounts to any Lender pursuant to this Section 2.09, then such Lender will agree to use commercially reasonable efforts to change its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change is not, in the reasonable judgment of such Lender, otherwise disadvantageous to such Lender.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in to the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. , provided that the determination thereof shall have been made by such Lender in good faith. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such LenderCommitment. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Lender, describing in reasonable detail the manner in which such amounts have been calculated, shall be conclusive and binding for all purposes, absent manifest error, provided that the determination and allocation thereof shall have been made by such Lender in good faith. (c) Notwithstanding the provisions of subsections (a) or (b) above to the contrary, no Lender shall be entitled to demand compensation or be compensated thereunder to the extent that such compensation relates to any period of time more than 60 days prior to the date upon which such Lender first notified the Borrower of the occurrence of the event entitling such Lender to such compensation (unless, and to the extent, that any such compensation so demanded shall relate to the retroactive application of any event so notified to the Borrower).

Increased Costs. If, after the date hereof, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or CAF Eurodollar Rate Advances (excluding for purposes of this Section 2.12 any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.15 shall govern), (B) net income taxes and franchise taxes imposed on such Lender as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and such Lender other than a connection arising solely from such Lender having executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Advances and (C) changes in the rate of tax on the overall net income of such Lender), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such actual increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines in good faith that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. If(a) If after the date hereof, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of or enforcement of, any law law, regulation, order, ruling, directive, guideline or regulation request, or (ii) the compliance with any order, ruling, directive, guideline or request from any central bank or other governmental authority (whether or not having the force of law)) issued, announced, published, promulgated or made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesLoans, then the Borrower Company shall be liable for, and shall from time to time, upon within thirty (30) days following a demand by such Lender (with a copy of such demand to the Administrative Agent)Lender, pay to the Administrative Agent for the account of such the Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, the Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would allow the Lender or its Lending Office to continue to perform its obligations to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender. A certificate as to substantiating the amount of such increased cost, submitted to the Borrower and Company by the Administrative Agent by such Lender, shall be conclusive, absent demonstrable error. (b) Any such Lender will promptly notify the Company and the Agent upon becoming aware of any event which will cause it to demand payment of any additional amount pursuant to paragraph (a) above and shall furnish to the Company a certificate containing a determination made in good faith of such additional amount and the justification therefor and showing in reasonable detail the computation thereof. Determinations and allocations by any Lender of any additional amounts payable by the Company pursuant to paragraph (a) of this Subsection 2.11 shall be conclusive and binding for all purposes, absent manifest error. . (c) If any additional amount becomes or will in the future become payable for the account of any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority under paragraph (whether or not having the force a) of law) affects or would affect the amount of capital required or expected to be maintained by this Subsection 2.11, then such Lender or any corporation controlling such Lender will (if so requested by the Company, but without prejudice to the provisions of this Subsection 2.11) consult with the Company and that the amount of such capital is increased by or based Agent with a view to agreeing upon a mutually acceptable alternative arrangement (including the existence transfer of such Lender's commitment Lending Office to lend hereunder and other commitments of this type (including another jurisdiction, if, in its sole discretion, such Lender's commitment transfer is not in any way disadvantageous to lend hereunderit or contrary to its policies) which will avoid or minimize the Advances, then, upon demand by such Lender (with a copy payment of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation amount in the light future and which is not prejudicial to it. (d) The agreements contained in this Subsection 2.11 shall survive for a period of such circumstances, to one year following repayment of the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorObligations.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation regulation, in each case, after the date hereof, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) issued, promulgated or made, as the case may be, after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or any increase in the cost to the Fronting Bank or any Lender of issuing, maintaining or participating in Letters of Credit, then the Borrower shall from time to time, upon demand by such Lender or the Fronting Bank (as the case may be) (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or the Fronting Bank (as the case may be) additional amounts sufficient to compensate such Lender or the Fronting Bank (as the case may be) for such increased cost. A certificate as to the amount of such increased costcost and the basis therefor, submitted to the Borrower and the Administrative Agent by such LenderLender or the Fronting Bank (as the case may be), shall constitute such demand and shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender or the Fronting Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law), issued, promulgated or made (as the case may be) after the date hereof, affects or would affect the amount of capital required or expected to be maintained by such Lender or the Fronting Bank (as the case may be) or any corporation controlling such Lender or the Fronting Bank (as the case may be) and that the amount of such capital is increased by or based upon the existence of (i) such Lender's ’s commitment to lend or participate in Letters of Credit hereunder and other commitments of this type or (including ii) the Advances made by such Lender's Lender or (iii) the participations in Letters of Credit acquired by such Lender or (iv) in the case of the Fronting Bank, the Fronting Bank’s commitment to lend issue, maintain and honor drawings under Letters of Credit hereunder, or (v) or the Advanceshonoring of Letters of Credit by the Fronting Bank hereunder, then, upon demand by such Lender or the Fronting Bank (as the case may be) (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or the Fronting Bank (as the case may be), from time to time as specified by such LenderLender or the Fronting Bank (as the case may be), additional amounts sufficient to compensate such Lender Lender, the Fronting Bank or such corporation in the light of such circumstances, to the extent that such Lender reasonably or the Fronting Bank (as the case may be) determines such increase in capital to be allocable to (i) in the case of such Lender, the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such LenderLender or (ii) the participations in Letters of Credit acquired by such Lender or (iii) in the case of the Fronting Bank, the Fronting Bank’s Commitment to issue, maintain and honor drawings under Letters of Credit hereunder, or (iv) the honoring of Letters of Credit by the Fronting Bank hereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender or the Fronting Bank (as the case may be) shall constitute such demand and shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law law, rule, regulation or regulation treaty or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) or clauses (ii)-(iv) of the definition of Excluded Taxes and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that (i) before making any such demand, each Lender agrees to use reasonable efforts (consistent with its legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender and (ii) such Lender shall, in making demand under this Section 2.11, certify that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrower hereunder. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law law, rule, regulation or regulation treaty or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder or lend; provided, however, that before making any such demand, each Lender shall, in making demand under this Section 2.11, certify that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the Advances made by such Lendertreatment afforded the Borrower hereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.11, 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 2.11 for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the change or circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the change or circumstance giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. Any Lender making a claim for compensation under this Section 2.11 may be required to assign all of its rights and obligations hereunder upon a request by the Borrower in accordance with Section 2.21. (d) For the avoidance of doubt, this Section 2.11 shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, in each case, regardless of the date adopted, issued, promulgated or implemented.

Increased Costs. If(a) If after the date hereof, due to --------------- either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any hereafter promulgated guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then such Lender shall so notify the Borrower promptly after such Lender knows of such increased cost and determines that such cost is material and the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate of such Lender as to the amount of such increased costcost in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender's method of allocating such costs is fair and reasonable and that such Lender's demand for payment of such costs hereunder is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisions, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with . (b) If, after the date hereof, either (i) the introduction of or change in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any hereafter promulgated guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is materially increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including type, then such Lender's commitment to lend hereunder) or Lender shall so notify the Advances, thenBorrower promptly after such Lender makes such determination and, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to such Lender within five days from the Administrative Agent for the account date of such Lenderdemand, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate of such Lender as to such amount in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender's method of allocating such increase of capital is fair and reasonable and that such Lender's demand for payment of such increase of capital hereunder is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to such amounts the Borrower and which are subject to similar provisions, submitted to the Borrower and the Administrative Agent by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) The Borrower shall not be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the Borrower not later than 12 months from the date that such Lender should reasonably have known of such law, regulation, guideline or request and the Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying the Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect the Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified the Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from the Borrower) for which such Lender has theretofore been compensated by the Borrower under this Section 2.11, such Lender shall remit to the Borrower an amount equal to the amount of such recoupment. Amounts required to be paid by the Borrower pursuant to this Section 2.11 shall be paid in addition to, and without duplication of, any amounts required to be paid pursuant to Section 2.14.

Increased Costs. If, due to either (i) If at any time any Lender or Program Support Provider shall determine that as a result of the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in after the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law law, treaty or governmental rule, regulation or (ii) order or the compliance by such Lender or Program Support Provider with any guideline guideline, request or request directive after the date hereof from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any such Lender or Program Support Provider of agreeing to make or making, funding funding, guaranteeing or maintaining Eurodollar Rate Advancesany portion of the Loan (except in respect of Taxes), then the Borrower shall from time to time, upon within five (5) Business Days of a demand (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail) by such Lender or Program Support Provider (with a copy of such demand to the Administrative Agent, the Board and the Loan Administrator), pay to the Administrative Agent for the account of such Lender or Program Support Provider additional amounts sufficient to compensate such Lender or Program Support Provider for such increased cost; provided that no Lender or Program Support Provider shall be entitled to claim any such additional amount for amounts incurred more than six (6) months prior to the making of such demand. A certificate as to the amount of such increased cost, submitted to the Borrower (and the Administrative Agent and the Board) by such Lender, Lender or Program Support Provider shall be conclusive and binding for all purposes, absent manifest error. If Each Lender or Program Support Provider shall promptly notify in writing the Borrower, the Agent and the Board of any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force event of law) affects or would affect the amount of capital required or expected to be maintained by which such Lender or any corporation controlling such Lender and that Program Support Provider has knowledge, occurring after the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancesdate hereof, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate which would entitle such Lender or Program Support Provider to compensation pursuant to this Section 2.9(c) and will designate a different lending office if such corporation designation will avoid the need for, or reduce the amount of, such compensation and will not, in the light judgment of such circumstances, Lender or Program Support Provider be otherwise materially disadvantageous to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorit.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) ), in or in the interpretation of any law or regulation regulation, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or any increase in the cost to such Lender or the Issuing Bank of participating in or issuing any Letter of Credit, then the Borrower shall from time to time, upon demand by such Lender or the Issuing Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or Issuing Bank additional amounts sufficient to compensate reimburse such Lender or Issuing Bank for such increased cost. All claims for increased cost shall be submitted by such Lender or Issuing Bank to the Borrower (with a copy to the Administrative Agent) as soon as is reasonably possible and in all events within 90 days after such introduction, such change, or the beginning of such compliance, the occurrence of which resulted in such increased cost, and the Borrower shall make such payment within five Business Days after notice of such claim is received; provided, however, that if a claim is not submitted to the Borrower within such 90-day period, such Lender or Issuing Bank shall thereby waive its claim to such increased cost incurred during such 90-day period but not to any such increased cost incurred thereafter. A certificate as to the amount of such increased cost, submitted to the Borrower and (with a copy to the Administrative Agent Agent) by such LenderLender or Issuing Bank, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender or the Issuing Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or Issuing Bank or any corporation controlling such Lender or Issuing Bank and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend or participate in Letters of Credit or the obligation of Issuing Bank to issue Letters of Credit hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender or the Issuing Bank (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or Issuing Bank, from time to time as specified by such LenderLender or Issuing Bank, additional amounts sufficient to compensate such Lender or Issuing Bank or such corporation in the light of such circumstances, to the extent that such Lender or Issuing Bank reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or participate in Letters of Credit or the Advances made obligation of the Issuing Bank to issue Letters of Credit hereunder. All claims for such additional amounts shall be submitted by such LenderLender or Issuing Bank (with a copy to the Administrative Agent) as soon as is reasonably possible and in all events within 90 days after such determination by such Lender or Issuing Bank, and the Borrower shall make such payment within five Business Days after notice of such claim is received; provided, however, that if a claim is not submitted to the Borrower within such 90-day period, such Lender or Issuing Bank shall thereby waive its claim to such additional amounts incurred during such 90-day period but not to any such additional amounts incurred thereafter. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender or Issuing Bank shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage, in each case as of the date of determination thereof) in or in the interpretation of any law or regulation regulation, in each case as of the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) which implements any introduction or change specified in clause (i) above, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesLoans, then the Borrower shall from time to time, upon within ten Business Days after written demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased costcost incurred during the 120-day period prior to the date of such demand. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such LenderLender and showing in reasonable detail the basis for the calculation thereof, shall be conclusive and binding for all purposes, absent manifest errorprima facie evidence of such costs. ----- ----- (b) If any Lender determines that compliance with (i) the introduction of or any change in or in the interpretation of, any law or regulation regulation, in each case after the date hereof, or (ii) any guideline or request from any central bank or other governmental authority (whether or not having the force of law) which implements any introduction or change specified in clause (i) above, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon within ten Business Days after written demand by such Credit Agreement ---------------- Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately from time to time pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstancescircumstances incurred during the 120-day period prior to the date of such demand, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender and showing in reasonable detail the basis for the calculation thereof shall be conclusive prima facie evidence of such costs. ----- ----- (c) Without limiting the effect of the foregoing, the Borrower shall pay to each Lender on the last day of each Interest Period so long as such Lender is maintaining reserves against Eurocurrency Liabilities (or so long as such Lender is maintaining reserves against any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender that includes any Eurodollar Rate Loans) an additional amount (determined by such Lender and binding notified to the Borrower through the Administrative Agent) equal to the product of the following for all purposeseach Eurodollar Rate Loan for each day during such Interest Period: (i) the principal amount of such Eurodollar Rate Loan outstanding on such day; and (iii) 1/360. (d) If the Borrower is required to pay any Lender any amounts under this Section 3.03, absent manifest errorthe applicable Lender shall be an "Affected Person", and the --------------- Borrower shall have the rights set forth in Section 3.06 to replace such Affected Person.

Increased Costs. (a) If, due to either (i) after the date of the Existing Credit Agreement the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) made or issued after the date of the Existing Credit Agreement, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or issuing or participating in Letters of Credit (excluding for purposes of this Section 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.15 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that a Lender claiming additional amounts under this Section 2.12(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office and/or take other commercially reasonable action if the making of such a designation or the taking of such actions would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers and the Administrative Agent by such Lender, shall be conclusive entitled to a presumption of correctness. If any Borrower so notifies the Agent after any Lender notifies the Borrowers of any increased cost pursuant to the foregoing provisions of this Section 2.12(a), such Borrower may, upon payment of such increased cost to such Lender, replace such Lender with a Person that is an Eligible Assignee in accordance with the terms of Section 9.07 (and binding for the Lender being so replaced shall take all purposes, absent manifest error. action as may be necessary to assign its rights and obligations under this Agreement to such Eligible Assignee). (b) If any Lender determines that compliance with any change after the date of the Existing Credit Agreement in law or regulation or any guideline or request after the date of the Existing Credit Agreement from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation entity in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower Borrowers and the Administrative Agent by such Lender shall be conclusive entitled to a presumption of correctness. (c) The Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or capital or reserve requirement or pursuant to Section 2.15 for any taxes incurred more than six months prior to the date that such Lender notifies the Borrowers of the change or issuance giving rise to such increased costs or capital or reserve requirement or tax and binding for all purposesof such Lender’s intention to claim compensation therefor; provided that if the change or issuance giving rise to such increased costs or capital or reserve requirement or tax is retroactive, absent manifest errorthen the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs. If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any If a Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender reasonably determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority in regard to capital adequacy (whether or not having the force of law) affects including, without limitation, any guideline contemplated by the report dated July 1988 entitled “International Convergence of Capital Management and Capital Standards” issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has or would affect have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender making its Ratable Portion of the Advance or Commitment hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender and that the amount of or any corporation controlling such capital is increased by Lender could have achieved but for such adoption, effectiveness, change or based upon the existence of compliance (taking into account such Lender's commitment ’s or such corporation’s policies with respect to lend hereunder and other commitments of this type (including capital adequacy) then the Borrowers shall, from time to time, pay such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy made within 60 days after the first date on which such Lender has actual knowledge that it is entitled to make demand for payment under this Clause 15.6 of such demand to the Administrative Agent)reduction in return, the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time additional amount as may be specified by such Lender, additional amounts Lender as being sufficient to compensate such Lender or for such corporation reduction in the light of such circumstancesreturn, to the extent that such Lender reasonably determines such increase in capital reduction to be allocable attributable to the existence of such Lender's L▇▇▇▇▇’s commitment to lend hereunder or hereunder; provided that if such Lender fails to so notify the Advances made by Borrowers within such Lender60-day period, such amounts shall commence accruing on such later date on which such Lender notifies the Borrowers. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent Borrowers by such a Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. If, due (a) If any Change in Law shall subject any Recipient to either (i) the introduction of or any change Taxes (other than any change by way (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of imposition or increase the definition of reserve requirements in the case Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of Eurodollar Rate Advancescredit, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank commitments, or other governmental authority (whether obligations, or not having the force of law)its deposits, there reserves, other liabilities or capital attributable thereto then, and in any such event, such Lender shall be any increase in the cost promptly give written notice to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay and to the Administrative Agent for the account of such Lender determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter the Borrower agrees to pay to such Lender, upon such ▇▇▇▇▇▇’s written request therefor, such additional amounts sufficient (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine after consultation with the Borrower) as shall be required to compensate such Lender for such increased cost. A certificate costs or reductions in amounts received or receivable hereunder (a written notice as to the amount of additional amounts owed to such increased costLender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower and by such ▇▇▇▇▇▇ (with a copy to the Administrative Agent by such Lender, shall be conclusive and binding for all purposesAgent) shall, absent manifest error. , be final and conclusive and binding on all the parties hereto). (b) If any Lender determines that compliance with any law or regulation after the date of this Agreement the introduction of or any guideline change in any applicable Law or governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority (whether or not having the force of law) affects concerning capital adequacy, or would affect any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon on the existence of such Lender's commitment ▇▇▇▇▇▇’s Commitments hereunder or its obligations hereunder, then the Borrower agrees to lend hereunder and other commitments of this type (including pay to such Lender's commitment , upon its written demand therefor, such additional amounts as shall be required to lend hereunder) compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the Advancesreduction in the rate of return to such Lender or such other corporation as a result of such increase of capital. In determining such additional amounts, theneach Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such ▇▇▇▇▇▇’s determination of compensation owing under this Section 3.02(b) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon demand by such Lender determining that any additional amounts will be payable pursuant to this Section 3.02(b), will give prompt written notice thereof to the Borrower (with a copy of such demand to the Administrative Agent), which notice shall show in reasonable detail the basis for calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 3.02(b) upon the subsequent receipt of such notice. (c) Notwithstanding anything in this Agreement to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests rules, guidelines 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 regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change after the date of this Agreement in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 3.02). (d) With respect to any Lender’s claim for compensation under this Section 3.02, the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient not be required to compensate such Lender or such corporation in the light of such circumstances, for any amount incurred more than 180 days prior to the extent date that such Lender reasonably determines such increase in capital to be allocable to notifies the existence Borrower of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as event that gives rise to such amounts submitted claim; provided that, if the circumstance giving rise to the Borrower and the Administrative Agent by such Lender claim is retroactive, then such 180-day period referred to above shall be conclusive and binding for all purposes, absent manifest errorextended to include the period of retroactive effect thereof.

Increased Costs. IfIf at any time a Lender determines in good faith (which determination shall be conclusive) and notifies the Borrower through the Administrative Agent that any future law, due to either regulation, guideline, interpretation bulletin, order, treaty or official directive (i) whether or not having the introduction force of law), or any change (other than in any change by way of imposition present law, regulation, guideline, interpretation bulletin, order, treaty or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in official directive or in the interpretation or application thereof by any authority charged with administration thereof or by any court or any compliance by such Lender with any request or directive of any law or regulation or (ii) the compliance with any guideline or request from any central bank applicable monetary, fiscal or other governmental agency or authority (whether or not having the force of law), there shall be but specifically excluding any increase change in capital taxes, the rate of taxation applicable to the general income of such Lender or change in the manner of calculation of the general income of such Lender, has the effect in respect of any Drawing of: (a) increasing the cost (including the cost of allocating additional capital) of such Lender of making, maintaining or funding its participation in such Drawing; or (b) reducing the amount of principal, interest or other amount received or receivable by such Lender hereunder or its effective return hereunder; or (c) causing such Lender to make any payment not required to be made prior to such change or event, or to forego any interest or other return on or calculated by reference to any sum received or receivable by it hereunder not required prior to such change or event; then, in any such case, upon demand being made to the Borrower by such Lender through the Administrative Agent within 90 days of agreeing the occurrence from time to make time of (a), (b) or making(c), funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender either (with a copy i) within 30 days of receipt of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to such amount as shall compensate such Lender for such increased cost. A certificate as to the amount of such increased additional cost, submitted reduction, payment, foregone interest or other reduced return, or (ii) repay as permitted in Section 8.2(b) hereof the portion of the Facility giving rise to the Borrower and the Administrative Agent by such additional cost, reduction, payment, foregone interest or other reduced return to such Lender, provided that the minimum repayment amounts referred to in Section 8.2(b)(i) shall be conclusive not apply. For greater certainty, if the Borrower elects to pay the amounts demanded as provided in (i) and binding for all purposessuch additional cost, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank reduction, payment, foregone interest or other governmental authority (whether or not having reduced return continues beyond the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent)said 90 day period, the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, Lender may from time to time as specified make additional demands in connection therewith. Notwithstanding the foregoing, each Lender agrees that it will not demand payment of the aforesaid amounts if it is not at the same time passing similar amounts on to customers of the Lender in Canada on to whom the Lender is by agreement entitled to pass such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest erroramounts.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.15 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon within 15 days of demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon within 15 days of demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderto issue or participate in Letters of Credit hereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Failure or delay on the part of the Bank to demand compensation pursuant to this Section shall not constitute a waiver of the Bank’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that the Bank notifies the Borrower of the change in law or circumstance giving rise to such increased costs or reductions and of the Bank’s intention to claim compensation therefor; provided further that, if the change in law or circumstance 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.

Increased Costs. (a) If, due to either (i) after the Effective Date the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) made or issued after the Effective Date, there shall be any increase in the cost to any Lender of agreeing to make issue, participate in, fund or makingmaintain, or issuing, participating in, funding or maintaining Eurodollar Rate AdvancesLetters of Credit (excluding for purposes of this Section 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.15 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Office or any political subdivision thereof), then the Borrower Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that a Lender claiming additional amounts under this Section 2.12(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Office and/or take other commercially reasonable action if the making of such a designation or the taking of such actions would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers and the Administrative Agent by such Lender, shall be conclusive entitled to a presumption of correctness. If any Borrower so notifies the Agent after any L/C Lender notifies the Borrowers of any increased cost pursuant to the foregoing provisions of this Section 2.12(a), such Borrower may, upon payment of such increased cost to such L/C Lender, replace such L/C Lender with a Person that is an Eligible Assignee in accordance with the terms of Section 9.16 (and binding for the L/C Lender being so replaced shall take all purposes, absent manifest error. action as may be necessary to assign its rights and obligations under this Agreement to such Eligible Assignee). (b) If any Lender determines that compliance with any change after the Effective Date in law or regulation or any guideline or request after the Effective Date from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation entity in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower Borrowers and the Administrative Agent by such Lender shall be conclusive entitled to a presumption of correctness. Notwithstanding anything herein to the contrary, the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and binding Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof and all requests, rules, guidelines or directives promulgated by the Bank for all purposesInternational Settlements, absent manifest errorthe 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 be a change in law covered by this Section 2.12 regardless of the date enacted, adopted, issued or implemented. (c) The Borrowers shall not be required to compensate a Lender pursuant to this Section for any increased costs or capital, liquidity or reserve requirement or pursuant to Section 2.15 for any Taxes incurred more than six months prior to the date that such Lender notifies the Borrowers of the change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax and of such Lender’s intention to claim compensation therefor; provided that if the change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements Change in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)Law, there shall be any increase in the cost to any Lender Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate AdvancesAdvance to the Borrower, then the Borrower shall from time to time, upon demand by such Lender Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such LenderBank, shall be conclusive and binding prima facie evidence of the amount of such increased cost. Promptly after any Bank becomes aware of any such introduction, change or proposed compliance, such Bank shall notify the Borrower thereof, provided that the failure to provide such notice shall not affect such Bank’s rights hereunder, except that such Bank’s right to recover such increased costs from the Borrower for all purposes, absent manifest error. any period prior to such notice shall be limited to the period of ninety (90) days immediately prior to the date such notice is given to the Borrower. (b) If any Lender Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) Change in Law affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Bank or any corporation controlling such Lender Bank and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's Bank’s Advances or commitment to lend to the Borrower hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon receipt of a demand by such Lender Bank (with a copy of such demand to the Administrative Agent), the Borrower shall, within ten (10) days of such demand, notify such Bank and the Administrative Agent if the Borrower desires to replace such Bank in accordance with Section 2.13. If the Borrower either fails to notify such Bank and the Administrative Agent in accordance with the prior sentence or fails to replace such Bank within the time periods specified in Section 2.13, the Borrower shall immediately promptly pay to the Administrative Agent for the account of such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank or such corporation in the light of such circumstances, to the extent that such Lender Bank reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's Bank’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender Bank shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) after the introduction date of or delivery of this Agreement, any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) in the compliance interpretation, administration or enforcement thereof by any court or governmental authority charged with the administration thereof or any guideline or request from action by any central bank or other governmental authority (whether or not having constituting or resulting from such change) shall either (1) impose, modify or deem applicable any reserve, assessment, special deposit or similar requirement against letters of credit issued by the force Bank, or (2) impose on the Bank any other condition regarding this Agreement or the Letter of law)Credit, there and the result of any such event shall be any to increase in the cost to any Lender the Bank of agreeing to make or making, funding issuing or maintaining Eurodollar Rate Advancesthe Letter of Credit (which increase in cost shall be the result of the Bank’s reasonable allocation of the aggregate of such cost increases resulting from such events and shall be calculated without giving effect to any participation granted in the Letter of Credit), then then, upon demand by the Borrower Bank, the Company shall pay to the Bank from time to time, upon demand within 30 days of the Company’s receipt of the certificate referred to in paragraph 2.05(b) below, as specified by the Bank in writing, such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts which shall be sufficient to compensate such Lender the Bank for the portion of such increased cost. A costs that are allocable to the Letter of Credit. (b) The Bank shall deliver to the Company a certificate as to such increased costs incurred by the Bank as a result of any event referred to in subsection (a) of this Section, and such certificate shall be conclusive, absent manifest error, as to the amount thereof. In making the determination contemplated by such certificate, the Bank may make such reasonable, estimates, assumptions, allocations, and the like that the Bank deems to be appropriate. (c) The Bank shall make a good faith effort to notify the Company when the Bank becomes aware of circumstances that may in the future require the imposition of increased costs pursuant to this Section, but the failure to give such notice shall not preclude the imposition of such increased costcosts. (d) If, submitted to after the Borrower and date of this Agreement, the Administrative Agent by such LenderBank shall have determined that the adoption or implementation of any applicable law, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law rule or regulation regarding capital adequacy, or any guideline change therein, or request from any change in the interpretation or administration thereof by any governmental authority, central bank or other governmental authority comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any request or directive regarding capital adequacy (whether or not having the force of law) affects of any such authority, central bank or comparable agency, has or would affect have the effect of reducing the rate of return on the Bank’s capital, on this credit facility or otherwise, as a consequence of its obligations hereunder and under the Letter of Credit to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy) by an amount of capital required or expected deemed by the Bank to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment material, then from time to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestime, then, promptly upon demand by such Lender (with a copy of such demand to the Administrative Agent)Bank, the Borrower shall immediately Company hereby agrees to pay to the Administrative Agent Bank such additional amount or amounts as will compensate the Bank for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderreduction. A certificate in reasonable detail as of the Bank claiming compensation under this subsection and setting forth the additional amount or amounts to such amounts submitted be paid to the Borrower and the Administrative Agent by such Lender it hereunder shall be conclusive and binding for all purposes, absent manifest error. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (e) Upon the occurrence of any of the events described in paragraphs 2.05(a) or (d) above, the Company may, at its option, provide a substitute letter of credit for the Letter of Credit, in which event the Bank will refund any prepaid Letter of Credit fees provided all Obligations have been paid in full.

Increased Costs. If, If due to either any one or more of: (i) the introduction of any applicable law or regulation or any change (other than any change by way of imposition or increase of reserve requirements or imposition of a Reserve Percentage already referred to in the case definition of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve PercentageLIBOR Rate) in or in the interpretation or application by any authority charged with the interpretation or application of any law or regulation regulation; or (ii) the compliance with any guideline or request from any governmental central bank or other governmental authority (whether or not having the force of law)authority, there shall be any an increase in the cost to Administrative Agent or any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesLIBOR Loans, then including without limitation changes which affect or would affect the amount of capital or reserves required or expected to be maintained by Administrative Agent or any Lender, with respect to all or any portion of the Facility, or any corporation controlling (directly or indirectly) Administrative Agent or any Lender, on account thereof, then, provided that such increases in costs are not due to the fraud or gross negligence of Administrative Agent or such Lender, Borrower shall from time to timetime shall, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate indemnify Administrative Agent or such Lender for against the increased cost; provided, however, that such amounts shall be no greater than that which such Administrative Agent or Lender is generally charging other borrowers similarly situated to the Borrower. If at any time a Lender or Lenders other than the Administrative Agent shall make a determination of increased cost, the Borrower may at any time during the period that such increased costcost is being charged to Borrower instruct such Lender or Lenders to sell its or their commitments (with all Loans outstanding thereunder) to a bank to be designated by the Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld) at a price equal to all outstanding principal and accrued and unpaid interest and fees thereunder and any other outstanding obligations due to such Lender hereunder, provided, however, that such purchasing bank shall comply with the provisions of Section 11 hereof. A certificate as to the amount of such the increased cost, cost and the reason therefor submitted to Borrower by Administrative Agent, in the Borrower and the Administrative Agent by such Lenderabsence of manifest error, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in determining the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any the Lender of agreeing to make or making, funding or maintaining any Loans at the Eurodollar Rate AdvancesRate, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent)Lender, pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such the Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and by the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If the Borrower so notifies the Lender within five Business Days after the Lender notifies the Borrower of any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having increased cost pursuant to the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments foregoing provisions of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent)Section 2.10, the Borrower shall immediately pay to may either (A) prepay in full all Loans bearing interest at the Administrative Agent Eurodollar Rate then outstanding in accordance with Section 2.10 and, additionally, reimburse the Lender for such increased cost in accordance with this Section 2.10, or (B) require the account of such LenderLender to, and the Lender shall, convert all Loans bearing interest at the Eurodollar Rate into Loans bearing interest at the Base Rate in effect from time to time as specified by time, and additionally, reimburse the Lender for such Lenderincreased cost in accordance with this Section 2.10, additional amounts sufficient to compensate such Lender or such corporation provided that in the light of such circumstancesevent that the election in (B) is made by the Borrower, the Lender's obligations to the extent that such Lender reasonably determines such increase in capital make Loans hereunder shall thereafter be deemed to be allocable obligations to make Loans at the existence of such Lender's commitment Base Rate in effect from time to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errortime.

Increased Costs. (a) If, due after the Closing Date, any Change in Law: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the LIBOR Rate pursuant to either Section 4), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by any Lender; or (ii) shall impose on any Lender any other condition affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i) and (ii) 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 LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), the Company shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor. Notwithstanding anything to the contrary herein, this Section 8.1 shall not apply to any such increased cost or such reduction that is (i) the introduction subject of or any change Section 7.6 (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advanceswhich shall be controlling with respect to such matters), included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase attributable to changes in the cost rate of tax on the overall net income of a Lender or its lending office imposed by the jurisdiction in which such Lender’s principal executive office or lending office is located, or (iii) attributable to the failure of a Lender to comply with Section 7.6(d). (b) If any Lender shall reasonably determine that any Change in Law regarding capital adequacy has or would have the effect of agreeing reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Lender’s obligations hereunder or under any Letter of Credit to make a level below that which such Lender or making, funding such controlling Person could have achieved but for such Change in Law (taking into consideration such Lender’s or maintaining Eurodollar Rate Advancessuch controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then the Borrower shall from time to time, upon demand by such Lender (with which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, which shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand furnished to the Administrative Agent), the Borrower Company shall immediately pay to the Administrative Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in controlling Person for such reduction so long as such amounts have accrued on or after the light of such circumstances, day which is 180 days prior to the extent that date on which such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances first made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errordemand therefor.

Increased Costs. (a) If, after the date hereof, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or CAF Eurodollar Rate Advances (excluding for purposes of this Section 2.12 any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.15 shall govern), (B) net income taxes and franchise taxes imposed on such Lender as a result of a present or former connection between the jurisdiction of the government or taxing authority imposing such tax and such Lender other than a connection arising solely from such Lender having CERC 364-Day Revolving Credit Agreement executed, delivered or performed its obligations or received a payment under, or enforced, this Agreement or the Advances and (C) changes in the rate of tax on the overall net income of such Lender), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such actual increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines in good faith that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) The agreements contained in this Section 2.12 shall survive the termination of this Agreement and the payment of all amounts payable hereunder; provided, however, that in no event shall the Borrower be obligated to reimburse or compensate any Lender for amounts contemplated by this Section 2.12 for any period prior to the date that is 90 days prior to the date upon which such Lender requests in writing such reimbursement or compensation from the Borrower.

Increased Costs. If(a) If after the date hereof, due to ---------------- either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any hereafter promulgated guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then such Lender shall so notify the Borrower promptly after such Lender knows of such increased cost and determines that such cost is material and the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate of such Lender as to the amount of such increased costcost in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender's method of allocating such costs is fair and reasonable and that such Lender's demand for payment of such costs hereunder is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisions, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with . (b) If, after the date hereof, either (i) the introduction of or change in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any hereafter promulgated guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is materially increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, such Lender shall so notify the Borrower promptly after such Lender makes such determination and, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to such Lender within five days from the Administrative Agent for the account date of such Lenderdemand, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate of such Lender as to such amount in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender's method of allocating such increase of capital is fair and reasonable and that such Lender's demand for payment of such increase of capital hereunder is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to such amounts the Borrower and which are subject to similar provisions, submitted to the Borrower and the Administrative Agent by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) The Borrower shall not be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the Borrower not later than 12 months from the date that such Lender should reasonably have known of such law, regulation, guideline or request and the Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying the Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect the Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified the Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from the Borrower) for which such Lender has theretofore been compensated by the Borrower under this Section 2.11, such Lender shall remit to the Borrower an amount equal to the amount of such recoupment. Amounts required to be paid by the Borrower pursuant to this Section 2.11 shall be paid in addition to, and without duplication of, any amounts required to be paid pursuant to Section 2.14.

Increased Costs. IfIf after the Closing Date, due to either (i) the introduction of adoption of, or any change (other than in, any applicable law, rule, or regulation, or any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by Lender with any guideline request, guideline, or request from any central bank or other governmental authority directive (irrespective of whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects of any governmental authority (a “Regulatory Change”) shall impose, modify, or would affect deem applicable any reserve, special deposit, or similar requirement (including any such requirement imposed by the Federal Reserve Board, but excluding with respect to any LIBOR Rate Loan any such requirement included in the calculation of the Base LIBOR Rate, as applicable) against Assets of, deposits with, or for the account of, or credit extended by, Lender or shall impose on Lender or the interbank eurodollar market any other condition affecting its LIBOR Rate Loans, as applicable, or its obligation to make LIBOR Rate Loans, as applicable, then Lender may, at any time within a reasonable period after the additional cost is incurred or the amount of capital required or expected received is reduced, notify Borrower, and Borrower shall pay within 30 days after demand therefor, such amounts as Lender may specify to be maintained necessary to compensate Lender for such additional cost or reduced receipt, together with interest on such amount from the date of such demand until payment in full thereof at the rate then applicable to Revolving Loans hereunder; provided, that (A) Borrower shall not be required to provide any compensation pursuant to this Section 2.14 for any such amounts incurred more than 120 days prior to the date on which the demand for payment of such amounts is first made to Borrower, and (B) if an event or circumstance giving rise to such DB2/ 42498508.4 amounts is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by such Lender of any amount due pursuant to this Section 2.14, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, or (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any corporation controlling such Lender and that the amount of such capital is increased by successor or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereundersimilar authority) or the AdvancesUnited States or foreign regulatory authorities, thenin each case pursuant to Basel III, upon demand by such Lender (with a copy in each case after the date of such demand to the Administrative Agent), the Borrower this Agreement shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital be deemed to be allocable to the existence a change in law, rule, regulation or guideline for purposes of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower this Agreement and the Administrative Agent by such Lender protection of this Agreement shall be conclusive and binding available to Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or other change or condition which shall have occurred or been imposed, so long as it shall be customary for all purposes, absent manifest errorlenders or issuing banks affected thereby to comply therewith.

Increased Costs. If, due to either (i) If at any time any Revolving Credit Lender determines that the introduction of of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in determining the Eurodollar Rate Reserve PercentageRate) in or in the interpretation of any law or regulation or (ii) the compliance by such Revolving Credit Lender with any guideline guideline, request or request directive from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in have the effect of increasing the cost to any such Revolving Credit Lender of agreeing to make or making, funding or maintaining any Eurodollar Rate AdvancesLoans, then the Borrower shall from time to time, upon demand by such Revolving Credit Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Revolving Credit Lender additional amounts sufficient to compensate such Revolving Credit Lender for such increased cost; provided, however, that the each affected CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. Revolving Credit Lender shall use its reasonable efforts to provide the Borrower and the Administrative Agent with prior notice of any such increased cost taking effect and no Revolving Credit Lender shall be entitled to be compensated for any such increased cost with respect to any period which is more than 180 days prior to the date on which the Borrower receives a written request for such compensation. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Revolving Credit Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority made after the date hereof (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; PROVIDED, HOWEVER, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to in reasonable detail summarizing the basis for and calculating the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, Lender shall be conclusive prima facie evidence of the amount claimed so long as any underlying determinations and binding for all purposesallocations are made on a reasonable basis; PROVIDED, absent manifest error. HOWEVER, that no Lender shall be required to disclose in any such certificate any confidential proprietary information. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to summarizing the basis for and calculating such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive prima facie evidence of the amount claimed so long as any underlying determinations and binding for all purposesallocations are made on a reasonable basis; PROVIDED, absent manifest errorHOWEVER, that no Lender shall be required to disclose in any such certificate any confidential proprietary information.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation after the later of the Original Effective Date (with respect to any Lender party to the Original Credit Agreement) or the date a Lender shall become a Lender hereunder, or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) after the later of the Original Effective Date (with respect to any Lender party to the Original Credit Agreement) or the date a Lender shall become a Lender hereunder, there shall be any increase in the cost to any such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (A) Taxes or Other Taxes and (B) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon promptly following demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that the Borrower's obligations under this Section 2.11(a) shall be limited to amounts accruing not more than 90 days prior to the invoice thereof by such Lender (such time period to be extended as necessary to take into account any retroactive application of a change in law giving rise to such obligations); provided, further, that each Lender claiming additional amounts under this Section 2.11(a) agrees to use commercially reasonable efforts (in its own judgment, consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) that becomes effective after the later of the Original Effective Date (with respect to any Lender party to the Original Credit Agreement) or the date such Lender shall become a Lender hereunder, or any change in any such existing law, regulation, guideline or request occurring after the later of the Original Effective Date (with respect to any Lender party to the Original Credit Agreement) or the date such Lender shall become a Lender hereunder affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this such type (including such Lender's commitment to lend hereunder) or the Advancesissuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, upon promptly following demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend or to issue or participate in Letters of Credit hereunder or to the Advances made issuance or maintenance of or participation in any Letters of Credit; provided that the Borrower's obligations under this Section 2.11(b) shall be limited to amounts accruing not more than 90 days prior to the invoice thereof by such Lender (such time period to be extended as necessary to take into account any retroactive application of a change in law giving rise to such obligations); and provided, further, that each Lender claiming additional amounts under this Section 2.11(b) agrees to use commercially reasonable efforts (in its own judgment, consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, after the date hereof, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority 33 28 (whether or not having the force of law), there shall be any increase in the cost a) to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (in respect of any increased costs except in accordance with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account internal policy of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount exercise of such increased cost, submitted to the Borrower similar rights and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. remedies in similar circumstances. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) in either case enacted, adopted or made after the date hereof, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in for the light reduction of the rate of return on such Lender's capital or on the capital of such circumstancescorporation, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate as to such amounts, setting forth in reasonable detail as to such amounts the basis therefor and the computation thereof, submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding the foregoing, none of the Lenders shall deliver the notice and certificate described in this Section 2.11 (b) to the Borrower in respect of any requirements of additional capital except in accordance with the internal policy of such Lender as to the exercise of similar rights and remedies in similar circumstances. (c) If any Lender shall give notice to the Agent and the Borrower at any time to the effect that Eurocurrency Reserve Requirements are, or are scheduled to become, effective and that such Lender is or will be generally subject to such Eurocurrency Reserve Requirements (without regard to whether such Lender will be able to benefit from proration or offsets that may be available from time to time under Regulation D) as a result of which such Lender will incur 34 29 additional costs, then such Lender shall, for each day from the later of the date of such notice and the date on which such Eurocurrency Reserve Requirements become effective, be entitled to additional interest on each Eurodollar Rate Advance made by it at a rate per annum determined for such day (rounded upward to the nearest 100th of 1%) equal to the remainder obtained by subtracting (i) the Eurodollar Rate for such Eurodollar Rate Advance from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the then applicable Eurocurrency Reserve Requirements. Such additional interest will be payable in arrears to the Agent, for the account of such Lender, on each date that interest is payable on such Eurodollar Rate Advance. Any Lender which gives a notice under this paragraph (c) shall promptly withdraw such notice (by written notice of withdrawal given to the Agent and the Borrower) in the event Eurocurrency Reserve Requirements cease to apply to it or the circumstances giving rise to such notice otherwise cease to exist. (d) Notwithstanding anything to the contrary herein contained, no Lender shall be entitled to claim any additional amounts pursuant to this Section 2.11 arising with respect to any period of time prior to the date that is 60 days prior to the date on which notice of such claim and the basis therefor is first given to the Borrower pursuant to this Section 2.11.

Increased Costs. (a) If, due to either (i) the introduction --------------- of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation occurring after the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) issued or made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Eurocurrency Rate AdvancesAdvances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Indemnified Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in taxes measured by or imposed upon the net income or gross income or franchise taxes, or taxes measured by or imposed upon capital or net worth, or branch taxes, of such Lender or its Applicable Lending Office), then the Borrower shall from time to time, upon within ten days of demand by such Lender (with a copy of such demand to the Administrative Funding Agent), pay to the Administrative Funding Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as ; provided that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such additional cost and would not, in the reasonable judgment of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. otherwise disadvantageous to such Lender. (b) If any Lender reasonably determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority regarding capital adequacy (whether or not having the force of law) issued or made after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including type, and such LenderLender reasonably determines that the rate of return on its or such controlling corporation's commitment capital as a consequence is reduced to lend hereunder) a level below that which such Lender or such controlling corporation would have achieved but for the Advancesoccurrence of such conditions, then, upon within ten days of demand by such Lender (with a copy of such demand to the Administrative Funding Agent), the Borrower shall immediately pay to the Administrative Funding Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder hereunder. (c) If a Lender changes its Applicable Lending Office (other than pursuant to this Section 2.11 or Section 2.12 or 2.14(h)) and the Advances made by effect of such Lender. change, as of the date of such change, would be to cause the Borrower to become obligated to pay any additional amounts under this Section 2.11, the Borrower shall not be obligated to pay such additional amount. (d) A certificate in of a Lender setting forth the amount of any claim made under this Section 2.11 and identifying with reasonable detail as to specificity the basis for calculating such amounts submitted amount, shall be delivered to the Borrower and the Administrative Funding Agent by such Lender and shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any new guideline or unanticipated request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof and (iii) reserve requirements included in the calculation required by Section 2.11(d)), then the Borrower shall from time to time, upon within 30 days of demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts that the Lender reasonably determines sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any new law or regulation or any new guideline or unanticipated request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon within 30 days of demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts that the Lender reasonably determines sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderto issue or participate in Letters of Credit hereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Each Lender will notify the Borrower of any change that will entitle such Lender to compensation under Section 2.11(a) or (b) as promptly as practicable, but in any event within 90 days after such Lender obtains knowledge thereof; provided, however, that, if any Lender fails to give such notice within 90 days after it obtains knowledge of such change, such Lender shall, with respect to compensation payable in respect of any costs resulting from such change, only be entitled to payment for costs incurred from and after the date that such Lender does give such notice plus, if such change shall have retroactive effect, costs resulting from such change during the period of retroactive effect thereof. Any Lender claiming any additional amounts payable pursuant to this Section agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurodollar Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (d) The Borrower shall pay to the Agent for the account of each Lender that requests such a payment, so long as such Lender shall be required under regulations of the Board of Governors of the Federal Reserve System to maintain reserves with respect to Eurocurrency Liabilities, an additional amount determined by such Lender up to but not exceeding an amount equal to the sum of the products of the following for each Eurodollar Rate Advance for each day during the applicable Interest Period therefor: (i) the principal amount of such Eurodollar Rate Advance outstanding on such day; multiplied by (ii) the remainder of (x) a fraction the numerator of which is the rate (expressed as a decimal) at which interest accrues on such Eurodollar Rate Advance for such Interest Period as provided in this Agreement (less the Applicable Margin for Eurodollar Rate Advances and any Applicable Utilization Fee), and the denominator of which is one minus the effective rate (expressed as a decimal) at which such reserve requirements are imposed on such Lender on such day, minus (y) such numerator; multiplied by (iii) 1/360. Such additional amount shall be determined by such Lender and notified to the Borrower through the Agent and shall be payable on each date on which interest is payable on such Eurodollar Rate Advance. Any such determination, when submitted by a Lender to the Borrower and accompanied by the calculations showing the basis for such determination, shall be conclusive and binding for all purposes absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in in, or in the interpretation of of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (other than with respect to income, franchise or withholding taxes or other taxes of a similar nature) to any Lender Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate AdvancesLoans, then (A) such Bank shall, as soon as such Bank becomes aware of such increased cost, but in any event not later than 60 days after such increased cost was incurred, deliver to the Borrower shall from time to time, upon demand and the Administrative Agent a certificate stating (1) the actual amount of such increased cost incurred by such Lender Bank and (with a copy 2) that it is such Bank's customary practice, from and after the date of this Agreement, to charge its borrowers for increased costs incurred by it; (B) the Borrower shall, within 30 days after its receipt of such demand to the Administrative Agent)certificate, at its sole option, either (1) pay to the Administrative Agent for the account of such Lender additional Bank amounts sufficient to compensate such Lender Bank for the increased cost incurred by it as set forth in the certificate referred to above or (2) replace such increased cost. A Bank in accordance with the provisions of Section 4.10, provided that if the Borrower does not exercise the option specified in clause (2) above within 30 days after receipt of the certificate as referred to the amount of above, then (x) such increased cost, submitted Bank shall deliver to the Borrower and the Administrative Agent a second certificate stating the increased cost incurred by such LenderBank and (y) the Borrower shall promptly upon receipt of such second certificate pay to the Administrative Agent for the account of such Bank amounts sufficient to compensate such Bank for such increased cost; and (C) such Bank shall use its reasonable best efforts to designate another of its then existing offices as its Applicable Lending Office if the making of such designation would, without any detrimental effect to such Bank, avoid the need for, or reduce the amount of, future increased costs which are probable of being incurred by such Bank. The amount of increased costs payable by the Borrower to any Bank as stated in any such certificate delivered to the Borrower and the Administrative Agent pursuant to the provisions of this Section 4.5(a) shall be conclusive and binding for all purposes, absent manifest error. In determining any such amount, such Bank may use reasonable averaging and attribution methods. If the Borrower so notifies the Administrative Agent within five Business Days after receipt of any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having certificate delivered to the force of law) affects or would affect Borrower pursuant to the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments provisions of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative AgentSection 4.5(a), the Borrower shall immediately pay to the Administrative Agent for the account may either (x) prepay in full all Eurodollar Rate Loans of such LenderBank then outstanding in accordance with Section 4.8 and, from time additionally, reimburse such Bank for such increased cost in accordance with this Section 4.5(a) or (y) convert all Eurodollar Rate Loans of all Banks then outstanding into Base Rate Loans in accordance (b) If any Bank shall be required under Regulation D to time as specified by maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities, then (i) such LenderBank shall, additional amounts sufficient within 60 days after the end of any Interest Period with respect to compensate any Eurodollar Rate Loan during which such Lender or Bank was so required to maintain such corporation in the light of such circumstancesreserves, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted deliver to the Borrower and the Administrative Agent a certificate stating (A) that such Bank was required to maintain reserves and as a result such Bank incurred additional costs in connection with making Eurodollar Rate Loans, (B) in reasonable detail, such Bank's computations of the amount of additional interest payable by the Borrower pursuant to the provisions of this Section 4.5(b)(ii) and (C) that it is such Lender Bank's customary practice, from and after the date of this Agreement, to charge its borrowers for reserves so maintained by it, and (ii) the Borrower shall, promptly upon receipt of any such certificate, pay to the Administrative Agent, for the account of such Bank, additional interest on the unpaid principal amount of each Eurodollar Rate Loan of such Bank outstanding during the Interest Period with respect to which the above-referenced certificate was delivered to the Borrower, at a rate per annum equal to the difference obtained by subtracting (x) the Eurodollar Rate for such Interest Period from (y) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Bank for such Interest Period. The amount of interest payable by the Borrower to any Bank as stated in any certificate delivered to the Borrower and the Administrative Agent pursuant to the provisions of this Section 4.5(b) shall be conclusive and binding for all purposes, absent manifest error. (c) The payments required under Sections 4.5(a) and (b) are in addition to any other payments and indemnities required under this Agreement.

Increased Costs. If, If due to either (i) the introduction passage of or any change after the date hereof (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation Legal Requirement, or (ii) the compliance with any guideline or request received from any central bank or other governmental authority Governmental Authority after the date hereof (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding funding, or maintaining Eurodollar Eurocurrency Rate Advances, then the Borrower applicable Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Applicable Agent), pay to the Administrative Applicable Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Increased costs shall not include income, stamp, or other taxes, imposts, duties, charges, fees, deductions, or withholdings imposed, levied, collected, withheld, or assessed by the United States of America or Canada or any political subdivision or taxing authority thereof or therein (including Puerto Rico) or of the country in which any Lender's principal office or Applicable Lending office may be located or any political subdivision or taxing authority thereof or therein. Each Lender agrees that, upon the occurrence of any event giving rise to a demand under this SECTION 2.10(a) with respect to the Eurocurrency Lending Office of such Lender, it will, if requested by any Borrower and to the extent permitted by law or the relevant Governmental Authority, endeavor in good faith and consistent with its internal policies to avoid or minimize the increase in costs resulting from such event by endeavoring to change its Eurocurrency Lending Office; provided, however, that such avoidance or minimization can be made in such a manner that such Lender, in its sole determination, incurs no economic, legal, or regulatory disadvantage. A certificate as to the amount of and specifying in reasonable detail the basis for such increased cost, submitted to the such Borrower and the Administrative Applicable Agent by such Lender, shall constitute such demand and shall, in the absence of manifest error, be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements Change in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), Law there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Eurocurrency Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or is otherwise subject to tax), (iii) FATCA or (iv) any reserve requirement of the type described in the definition of “Eurocurrency Rate Reserve Percentage”), then the Borrower shall from time to time, upon within 30 days of demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate in reasonable detail as to the amount and computation of such increased cost, submitted to the Borrower and the Administrative Agent by such LenderLender contemporaneously with the demand for payment, shall be conclusive and binding for all purposes, absent manifest error. Such certificate shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) Change in Law affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon within 30 days of demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts together with the computation thereof submitted to the Borrower and the Administrative Agent by such Lender contemporaneously with the demand for payment shall be conclusive and binding for all purposes, absent manifest error. Such certificate shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.11 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 2.11 for any increased costs incurred or reductions suffered more than 120 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions, of such Lender’s intention to claim compensation therefor and of the amount of such compensation (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 120 day period referred to above shall be extended to include the period of retroactive effect thereof). (d) For the avoidance of doubt, for the purposes of this Section 2.11, with respect to capital adequacy, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives thereunder or issued in connection therewith (whether or not having the force of law) and (y) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of law), in each case pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented, in each case except to the extent merely proposed and not binding.

Increased Costs. 9.2.1 If, due to either (i) as a result of the introduction of of, or a change in, any applicable law, rule, regulation or order or the interpretation or application thereof by the applicable authorities (including banking regulatory authorities) in each case after the date hereof or any change (other than any change by way of imposition administrative decision, request or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority requirement (whether or not having the force of law) affects or would affect in each case after the amount date hereof (but excluding reserves required under Regulation D to the extent included in the computation of capital required or expected to be maintained by such Lender LIBOR) a Bank or any corporation controlling such Lender and that holding company of a Bank incurs a cost (including as a result of a change in the amount basis of taxation of payments to a Bank of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Bank imposed by the jurisdiction in which its principal office or applicable lending office is located), assessments, withholdings, expenses of whatever nature, reserve costs, special deposits, solvency ratios, capital is increased by adequacy requirements, or based upon any other obligation of a similar nature or having a similar effect relating to the existence assets or obligations of such Lender's commitment to lend hereunder and other commitments of this type Bank or its holding company (including such Lender's commitment to lend hereunderoff-balance sheet obligations)) having the effect of increasing the costs to, or reducing the profits or the Advancesreturn on capital of, such Bank or its holding company in respect of a Loan ("Increased Costs"), then, such Bank shall notify the Agent, as soon as possible; and the Agent shall, as soon as possible thereafter, notify each Borrower in respect of its Borrowings indicating the circumstances giving rise to such Increased Costs; and such Borrower in respect of its Borrowings shall indemnify and reimburse such Bank or such holding company of such Bank for such Increased Costs to the full extent thereof upon demand of the Agent. 9.2.2 In the event that a Borrower is not able, due to applicable law or regulation, to pay the additional amounts required pursuant to this Section 9.2, both Borrowers shall prepay, upon the request of the Agent, that portion of both Borrower's Borrowings maintained by the Bank affected by such Lender (Increased Costs, together with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional all other amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as due to such amounts submitted to Bank under the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorCredit Documents.

Increased Costs. If, due to either (ia) the --------------- introduction of or any change (other than any change by way of imposition or increase of reserve requirements in after the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law or regulation or (iib) the compliance with any guideline or request promulgated after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in (i) the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.10 any such increased costs resulting from changes in the basis or rate of taxation of net income or gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is subject to tax as a result of a present or former connection between such Lender and such foreign jurisdiction or state) or (ii) the amount of capital required to be maintained by such Lender or any corporation controlling such Lender based on the existence of its Commitment hereunder, then the Borrower shall from time to time, upon a written demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient as shall accrue from and after the date of demand by such Lender to compensate such Lender for such increased cost. A certificate as cost or such increase of capital; provided, however, that before -------- ------- making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize such additional amounts and to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost or such increase of capital and would not, in the reasonable judgment of such increased costLender, submitted be otherwise disadvantageous to such Lender; and provided, further, that the Borrower shall be required to pay to such Lender -------- ------- only such additional amounts as shall be required to compensate such Lender for such increased cost or such increase of capital as shall accrue from and after the Administrative Agent date of demand by such Lender. In determining such additional amounts, such Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender's -------- determination of compensation owing under this Section 2.10 shall be conclusive and binding for all purposesbinding, absent manifest error. If Each Lender, upon determining that any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having additional amounts will be payable pursuant to this Section 2.10, will give prompt written notice thereof to the force of law) affects or would affect Borrower, which notice shall show the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that basis for the amount calculation of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand additional amounts. Notwithstanding anything herein to the Administrative Agent)contrary, the Borrower shall immediately have the right to unilaterally terminate the Commitment of any Lender demanding additional amounts under this Section 2.10 sixty (60) days after providing to such Lender a notice of termination. The Borrower shall, concurrent with such termination, pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or the aggregate amount if any at such corporation in time, payable by the light Borrower to such Lender under this Agreement. Notwithstanding any provision of such circumstances, this Agreement to the extent that such Lender reasonably determines such increase in capital to be allocable contrary, Section 2.13 shall provide the exclusive remedy to the existence Lenders in respect of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower Taxes and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorOther Taxes.

Increased Costs. If(a) Except as otherwise required by law, due each payment by the City to either the Bank under this Agreement or any other Related Document shall be made without setoff or counterclaim and without withholding for or on account of any present or future taxes (iother than overall net income taxes on the recipient imposed by any jurisdiction having control of such recipient) imposed by or within the introduction jurisdiction in which the City is domiciled, any jurisdiction from which the City makes any payment hereunder, or (in each case) any political subdivision or taxing authority thereof or therein. If any such withholding is so required, the City shall make the withholding, pay the amount withheld to the appropriate Governmental Authority before penalties attach thereto or interest accrues thereon and forthwith pay such additional amount as may be necessary to ensure that the net amount actually received by the Bank free and clear of such taxes (including such taxes on such additional amount) is equal to the amount which the Bank would have received had such withholding not been made. If the Bank pays any amount in respect of any such taxes, penalties or interest, the City shall reimburse the Bank for that payment on demand in the currency in which such payment was made. If the City pays any such taxes, penalties or interest, it shall deliver official tax receipts evidencing that payment or certified copies thereof to the Bank on or before the thirtieth day after payment. (b) If the Code or any newly adopted law, treaty, regulation, guideline or directive, or any change (other than in any, law, treaty, regulation, guideline or directive or any change by way of imposition new or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the modified interpretation of any law of the foregoing by any authority or regulation agency charged with the administration or (ii) the compliance with any guideline interpretation thereof or request from any central bank or other governmental fiscal, monetary or other authority (having jurisdiction over the Bank or the transactions contemplated by this Reimbursement Agreement, whether or not having the force of lawlaw (each a “Change in Law”) shall: (i) limit the deductibility of interest on funds obtained by the Bank to pay any of its liabilities or subject the Bank to any tax, duty, charge, deduction or withholding on or with respect to payments relating to the Bonds, the Letter of Credit or this Reimbursement Agreement, or any amount paid or to be paid by the Bank as the issuer of the Letter of Credit (other than any tax measured by or based upon the overall net income of the Bank imposed by any jurisdiction having control over the Bank); (ii) impose, there shall modify, require, make or deem applicable to the Bank any reserve requirement, capital requirement, special deposit requirement, insurance assessment or similar requirement against any assets held by, deposits with or for the account of, or loans, letters of credit or commitments by, an office of the Bank; (iii) change the basis of taxation of payments due the Bank under this Reimbursement Agreement or the Bonds (other than by a change in taxation of the overall net income of the Bank); (iv) cause or deem letters of credit to be assets held by the Bank and/or as deposits on its books; or (v) impose upon the Bank any other condition with respect to any amount paid or payable to or by the Bank or with respect to this Reimbursement Agreement or any of the other Related Documents; and the result of any of the foregoing is to increase in the cost to the Bank of making any Lender payment or maintaining the Letter of agreeing Credit, or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Bank, or to reduce the rate of return on the capital of the Bank or to require the Bank to make any payment on or makingcalculated by reference to the gross amount of any sum received by it, funding or maintaining Eurodollar Rate Advancesin each case by an amount which the Bank in its reasonable judgment deems material, then then: (1) the Borrower Bank shall from time to time, upon demand by such Lender (with a copy promptly notify the City in writing of such demand event; (2) the Bank shall promptly deliver to the Administrative Agent)City a certificate stating the change which has occurred or the reserve requirements or other costs or conditions which have been imposed on the Bank or the request, pay to direction or requirement with which it has complied, together with the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to date thereof, the amount of such increased cost, submitted to reduction or payment and a reasonably detailed description of the Borrower way in which such amount has been calculated, and the Administrative Agent by Bank’s determination of such Lenderamounts, absent fraud or manifest error, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority conclusive; and (whether or not having 3) the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Applicant shall immediately pay to the Administrative Agent for the account of such LenderBank, from time to time as specified by the Bank, such Lenderan amount or amounts as will compensate the Bank for such additional cost, additional amounts sufficient to compensate such Lender reduction or such corporation in the light payment. The protection of such circumstances, this Section 2.06 shall be available to the extent Bank regardless of any possible contention of invalidity or inapplicability of the law, regulation or condition which has been imposed; provided, however, that if it shall be later determined by the Bank that any amount so paid by the City pursuant to this Section 2.06 is in excess of the amount payable under the provisions hereof, the Bank shall refund such Lender reasonably determines such increase excess amount to the City. Notwithstanding the foregoing, for purposes of this Reimbursement Agreement (a) all requests, rules, guidelines or directives in capital connection with the ▇▇▇▇-▇▇▇▇▇ Act shall be deemed to be allocable a Change in Law, regardless of the date enacted, adopted or issued, and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any successor or similar authority) or any Governmental Authority shall be deemed a Change in Law regardless of the date enacted, adopted or issued. (c) The Bank shall provide written notice to the existence City of the occurrence of any event which the Bank anticipates will give rise to an obligation of the City to pay any amount under subsection (a) or (b) above; provided, however, that failure to provide such Lender's commitment notice or any defect therein shall not affect the right of the Bank to lend hereunder receive or the Advances made by such Lenderobligation of the City to pay any obligation under subparagraph (a) or (b) above. A certificate setting forth such increased costs incurred by the Bank as a result of any event specified in reasonable detail as to such amounts this Section 2.06 submitted by the Bank to the Borrower and the Administrative Agent by such Lender City, shall be conclusive and binding for all purposesconclusive, absent manifest error, as to the amount thereof. In determining such amount, the Bank may use any reasonable averaging and attribution methods. (d) The obligations of the City under this Section 2.06 shall survive the termination of this Reimbursement Agreement for acts or events that occurred during the term of this Reimbursement Agreement.

Increased Costs. If, due to either : (ia) the introduction enactment or amendment of any Law or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of or application thereof by any law or regulation or Official Body; or (iib) compliance by the compliance Bridge Lender with any guideline amendment or change to any existing directive, request from any central bank or other governmental authority requirement (whether or not having the force of law)Law) of any Official Body or with any new such directive, there request or requirement; shall be any increase in have the effect of: (c) increasing the cost to any the Bridge Lender of agreeing performing its obligations under this agreement or in respect of the Credit Facility, including the costs of maintaining any capital, reserve or special deposit requirements with respect to this agreement or the Credit Facility or with respect to its obligations hereunder; (d) requiring the Bridge Lender to maintain or allocate any capital (including a requirement affecting the Bridge Lender's allocation of capital to its obligations) or additional capital in respect of its obligations under this agreement or in respect of the Credit Facility or otherwise reducing the effective return to the Bridge Lender under this agreement or in respect of the Credit Facility or on its total capital as a result of entering into this agreement or making the Credit Facility available; (e) reducing any monies payable to it by or in an amount it deems material (other than a reduction resulting from a higher rate of income or capital Tax or other special Tax relating to the Bridge Lender's income or capital in general); or (f) causing the Bridge Lender to make any payment or making, funding to forgo any return on or maintaining Eurodollar Rate Advances, calculated by reference to any monies payable to it under this agreement or in respect of the Credit Facility; 190695 v4 then the Borrower shall from time to time, upon demand by such Bridge Lender (with a copy of such demand may give notice to the Administrative Agent)Borrowers specifying the nature of the event giving rise to such additional cost, reduction, payment or forgone return and the Borrowers shall promptly pay such amounts as the Bridge Lender may specify to the Administrative Agent for the account of such Lender additional amounts sufficient be necessary to compensate it for any such Lender for such increased additional cost, reduction, payment or forgone return. A certificate as to setting out, in reasonable detail, the amount of any such increased additional cost, reduction, payment or forgone return, submitted in good faith by the Bridge Lender to the Borrower and the Administrative Agent by such LenderBorrowers, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, purposes absent manifest error.

Increased Costs. If, due to either by reason of (ix) after the date hereof, the introduction of or any change (other than including, without limitation, any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentagerequirements) in or in the interpretation of any law or regulation regulation, or (iiy) the compliance with any guideline or request from any central bank or other governmental authority or quasi-governmental authority exercising control over banks or financial institutions generally (whether or not having the force of law): (i) the Lender shall be subject to any tax, duty or other charge with respect to its Advances at the Applicable Rate, or its obligation to make such Advances, or the basis of taxation of payments to the Lender of the principal of or interest on the Advances or its obligation to make Advances shall have changed (except for changes in the tax on the overall net income of the Lender imposed by the jurisdiction in which the Lender's principal executive office or Lending Office is located); or (ii) any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Lender shall be imposed or deemed applicable or any other condition affecting its Advances or its obligation to make Advances shall be imposed on the Lender or its Lending Office or the London interbank market; and as a result thereof there shall be any increase in the cost to any the Lender of agreeing to make or making, funding or maintaining Eurodollar Advances at the Applicable Rate Advancesor its obligation to make Advances at the Applicable Rate, then the Borrower shall from time to time, time upon written notice from and demand by such the Lender (with a copy of such demand to the Administrative Agent)Borrower, pay to the Administrative Agent for Lender within ten (10) Business Days after the account date of such Lender notice and demand, additional amounts sufficient to compensate such indemnify the Lender for against such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by the Borrower Lender in good faith and accompanied by a statement prepared by the Administrative Agent by Lender describing in reasonable detail the basis for and calculation of such Lenderincreased cost, shall shall, except for manifest error, be final, conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. If, due to either after the date of this Agreement, any Change of Law: (i) Shall subject any Lender to any tax, duty or other charge with respect to any LIBOR Loan or LIBOR Portion, or shall change the introduction basis of taxation of payments by any Borrower to any such Lender on such a LIBOR Loan or any change LIBOR Portion, or in respect to such a LIBOR Loan or LIBOR Portion, under this Agreement (other than any change by way of imposition or increase of reserve requirements except for changes in the case rate of Eurodollar Rate Advancestaxation on the overall net income of such Lender imposed by its jurisdiction of incorporation or the jurisdiction of its Applicable Lending Office); or (ii) Shall impose, modify or hold applicable any reserve (excluding any Reserve Requirement or other reserve to the extent included in the Eurodollar calculation of the LIBO Rate Reserve Percentage) for any Loans or Portions), special deposit or similar requirement against assets held by, deposits or other liabilities in or in for the interpretation account of, advances or loans by, or any other acquisition of funds by any Lender for any LIBOR Loan or LIBOR Portion; or (iii) Shall impose on any Lender any other condition related to any LIBOR Loan or LIBOR Portion or such Lender's Commitments; And the effect of any law or regulation or (ii) of the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any foregoing is to increase in the cost to any such Lender of agreeing to make or making, funding continuing or maintaining Eurodollar Rate Advances, any such LIBOR Loan or LIBOR Portion or its Commitments or to reduce any amount receivable by such Lender hereunder; then the Borrower Borrowers shall from time to time, upon within ten (10) Business Days after demand by such Lender (with a copy of such demand to the Administrative Agent)Lender, pay to the Administrative Agent for the account of such Lender additional amounts sufficient to reimburse such Lender for such increased costs or to compensate such Lender for such reduced amounts; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Subparagraph 2.10(c) on account of any such increased costcosts or reduced amounts unless Borrowers receive notice of such increased costs or reduced amounts from the demanding party within twelve (12) months after they are incurred or realized. A certificate as to executed by an officer of the applicable Lender setting forth in reasonable detail the amount of such increased costcosts or reduced amounts, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount to Borrowers shall constitute prima facie evidence of such capital is increased by costs or based upon amounts. The obligations of Borrowers under this Subparagraph 2.12(c) shall survive the existence payment and performance of such Lender's commitment to lend hereunder the Obligations and other commitments the termination of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest errorAgreement.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage, in each case as of the date of determination thereof) Credit Agreement ---------------- in or in the interpretation of any law or regulation regulation, in each case as of the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law)) which implements any introduction or change specified in clause (i) above, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesLoans, then the Borrower shall from time to time, upon within ten Business Days after written demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased costcost incurred during the 120-day period prior to the date of such demand. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such LenderLender and showing in reasonable detail the basis for the calculation thereof, shall be conclusive and binding for all purposes, absent manifest errorprima facie evidence of such costs. ----- ----- (b) If any Lender determines that compliance with (i) the introduction of or any change in or in the interpretation of, any law or regulation regulation, in each case after the date hereof, or (ii) any guideline or request from any central bank or other governmental authority (whether or not having the force of law) which implements any introduction or change specified in clause (i) above, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon within ten Business Days after written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately from time to time pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstancescircumstances incurred during the 120-day period prior to the date of such demand, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender and showing in reasonable detail the basis for the calculation thereof shall be conclusive prima facie evidence of such costs. ----- ----- (c) Without limiting the effect of the foregoing, the Borrower shall pay to each Lender on the last day of each Interest Period so long as such Lender is maintaining reserves against Eurocurrency Liabilities (or so long as such Lender is maintaining reserves against any other category of liabilities Credit Agreement ---------------- that includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Agreement or against any category of extensions of credit or other assets of such Lender that includes any Eurodollar Rate Loans) an additional amount (determined by such Lender and binding notified to the Borrower through the Administrative Agent) equal to the product of the following for all purposeseach Eurodollar Rate Loan for each day during such Interest Period: (i) the principal amount of such Eurodollar Rate Loan outstanding on such day; and (iii) 1/360. (d) If the Borrower is required to pay any Lender any amounts under this Section 3.05, absent manifest errorthe applicable Lender shall be an "Affected Person", and the --------------- Borrower shall have the rights set forth in Section 3.08 to replace such Affected Person.

Increased Costs. If, (a) If due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), in each case, after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or Floating Rate Advances, then the Borrower shall such Lender may from time to time, upon demand by time give notice of such Lender circumstances to the Borrower (with a copy of such demand to the Administrative Agent); PROVIDED that each Lender agrees, pay before giving any such notice, to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the Administrative Agent for the account making of such a designation would avoid the need for, or reduce the amount of, such increased costs and would not be disadvantageous to such Lender. The amount sufficient to compensate such Lender additional in light of such increase in costs to such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith on a basis that allocates the amounts sufficient to compensate such Lender for in light of such increased costincrease ratably among all applicable Advances. A certificate as specifying the event referred to in this Section 2.11(a), the amount sufficient to compensate such Lender and the basis of such increased costits computation (which shall be reasonable), submitted in good faith to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, purposes absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Borrower of the occurrence of any event referred to in the first sentence of this Section 2.11(a). (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender may from time to time give notice of such circumstances to the Borrower (with a copy of such demand to the Administrative Agent); PROVIDED that each Lender agrees, before giving any such notice, to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, the Borrower shall immediately pay cost to the Administrative Agent for the account Lender of such Lender, from time to time as specified increase in the amount of capital maintained by such Lender and would not be disadvantageous to such Lender, additional amounts . The amount sufficient to compensate such Lender or such corporation in the light of such circumstances, increase in the amount of capital maintained by such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate specifying the event referred to in reasonable detail as this Section 2.11(b), the amount sufficient to compensate such amounts Lender and the basis of its computation (which shall be reasonable), submitted in good faith to the Borrower and the Administrative Agent by such Lender Lender, shall be conclusive and binding for all purposes, purposes absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Borrower of the occurrence of any event referred to in the first sentence of this Section 2.11(b). (c) The Borrower shall, within five days of receiving a notice from any Lender pursuant to clause (a) or (b) of this Section 2.11, elect (and shall notify such Lender and the Administrative Agent of such election) to: (i) pay to the Administrative Agent for the account of such Lender, from time to time commencing on the date of notice by such Lender and as specified by such Lender, (A) the amount such Lender has set forth in the certificate which such Lender has delivered to the Borrower pursuant to clause (a) of this Section 2.11 or (B) the amount such Lender has set forth in the certificate which such Lender has delivered to the Borrower pursuant to clause (b) of this Section 2.11; or (ii) terminate such Lender's Commitment on a date which shall be specified in the notice sent by the Borrower, and such Lender's Commitment shall terminate on such date; PROVIDED, HOWEVER, that the aggregate amount of the Commitments of the Lenders shall not be reduced, as a result of any such termination, to an amount that is less than the sum of the aggregate principal amount of the B Advances then outstanding; PROVIDED, FURTHER, that such termination shall not be effective if, after giving effect to such termination, the aggregate amount of the Commitments so terminated or assigned under this Section 2.11 and Section 2.12(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date; and PROVIDED FURTHER, that upon termination of a Lender's Commitment under this Section 2.11(c)(ii), the Borrower shall on the date such termination becomes effective pay, prepay or cause to be prepaid the aggregate principal amount of the A Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such termination and amounts payable under Section 8.04(a)). Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged. Such Lender's rights under Sections 2.11, 2.15 and 8.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to date of such termination; or (iii) require that such Lender assign to the Borrower's designated assignee or assignees, in accordance with the terms of Section 8.07, all Advances then owing to such Lender and all rights and obligations of such Lender hereunder; PROVIDED that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (B) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 2.11(c) unless and until such Lender shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of the A Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such assignment and amounts payable under Section 8.04(a)) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance; PROVIDED, HOWEVER, that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments so assigned or terminated under this Section 2.11 and Section 2.12(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date. Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged; PROVIDED, however, that such Lender's rights under Sections 2.11, 2.15 and 8.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to the date of termination of such Lender's Commitment.

Increased Costs. If, due to either (i) If at any time any Lender determines that the introduction of of, or any change in or in the interpretation of, any law, treaty or governmental rule, regulation or order (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentagedetermining an External Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any guideline guideline, request or request directive from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) (each a "Change of Law"), there shall be any increase in have the effect of increasing the cost to any such Lender of agreeing to AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY make or making, funding or maintaining Eurodollar any External Rate AdvancesLoan to any Borrower, then the such Borrower shall from time to time, time upon demand by such Lender (with a copy of such demand to the Administrative applicable Disbursement Agent), pay to the Administrative such Disbursement Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the such Borrower and the Administrative applicable Disbursement Agent by such LenderLender and showing in reasonable detail the calculation thereof, shall be conclusive and binding for all purposes, absent manifest error. If ; provided, however, that (i) notwithstanding the foregoing, no Borrower shall be required to compensate any Lender determines that compliance with or Issuer for any law or regulation or any guideline or request from any central bank or other governmental authority increased cost incurred more than 180 days prior to the delivery of such certificate (whether or not having the force of law) affects or would affect the amount of capital required or expected such period to be maintained extended in the case of increased costs caused by a Change of Law with retroactive effect to include the period of retroactive effect of such Change of Law) and (ii) failure or delay on the part of any Lender or Issuer to deliver such certificate shall not constitute a waiver of such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such LenderIssuer's commitment right to lend hereunder and other commitments of demand compensation pursuant to this type clause (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agentc), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements Change in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation Law or (ii) the compliance with any guideline or request from any central bank or other governmental Governmental Authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesSOFR Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes), then the Borrower Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower Company and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) ), in each case, that comes into effect after the Closing Date, affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advanceslend, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Company shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender▇▇▇▇▇▇, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderlend. A certificate in reasonable detail as to such amounts submitted to the Borrower Company and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Company shall not be required to compensate a Lender pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender notifies the Company of the Change in Law giving rise to such increased costs or reductions, and of such Lender’s intention to claim compensation therefor (except 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). Such demand for compensation shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. (d) Notwithstanding anything herein to the contrary, for the purposes of this Section 2.11, (i) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines, interpretations or directives by a Governmental Authority thereunder or issued by a Governmental Authority in connection therewith (whether or not having the force of law) and (ii) all requests, rules, regulations, guidelines, interpretations 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 (whether or not having the force of law), in case for this clause (ii) pursuant to Basel III, shall in each case be deemed to be a Change in Law regardless of the date enacted, adopted, issued, promulgated or implemented.

Increased Costs. IfIf the Bank determines that the effect of any applicable law or government regulation, due to either guideline or order or the interpretation thereof by any Governmental Authority charged with the administration thereof (i) the introduction of or any such as, for example, a change (other than any change by way of imposition or increase of in official reserve requirements which the Bank is required to maintain in the case respect of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in loans or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank deposits or other governmental authority (whether or not having the force of law), there shall be any funds procured for funding such loans) is to increase in the cost to the Bank of making or continuing LIBOR Loans hereunder or to reduce the amount of any Lender payment of agreeing to make principal or making, funding or maintaining Eurodollar Rate Advancesinterest receivable by the Bank thereon, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), will pay to the Administrative Agent for the account of Bank on demand such Lender additional amounts sufficient as the Bank may determine to be required to compensate such Lender the Bank for such increased costadditional costs or reduction. Any additional payment under this section will be computed from the effective date at which such additional costs have to be borne by the Bank. A certificate as to any additional amounts payable pursuant to this Section setting forth the amount basis and method of determining such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, amounts shall be conclusive and binding for all purposesconclusive, absent manifest error, as to the determination by the Bank set forth therein if made reasonably and in good faith. If The Borrower shall pay any Lender determines that compliance with amounts so certified to it by the Bank within 10 days of receipt of any law such certificate. The Bank will promptly notify the Borrower of any event of which it has knowledge occurring after the date hereof which will entitle it to compensation pursuant to this Section and will designate a different lending office if such designation will avoid the need for, or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect reduce the amount of, any such additional amounts which may thereafter accrue and would not, in the judgment of capital required or expected the Bank, be otherwise disadvantageous to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments Bank. For purposes of this type (including such Lender's commitment to lend hereunder) or the AdvancesSection, then, upon demand by such Lender (with a copy of such demand all references to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender "Bank" shall be conclusive and binding for all purposes, absent manifest errordeemed to include any participant in any Commitment and/or Loans.

Increased Costs. If, If due to either (i) the introduction of or any change (other than including, without limitation, any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentagerequirements) in or in the interpretation Interpretation of any law or regulation or (ii) the compliance with imposition of any guideline or request from any central bank or other governmental authority (whether or not having Governmental Authority after the force of law)date hereof reflecting such change, there shall be any an increase in the cost to an Affected Person of making or maintaining any Lender investment in the Subclass B-2 Note or any interest therein or of agreeing to make purchase or makinginvest in the Subclass B-2 Note or any interest therein, funding as the case may be (other than by reason of any Interpretation of or maintaining Eurodollar Rate Advancesintroduction of or change in laws or regulations relating to Taxes or Excluded Taxes), then the Borrower such Affected Person shall from time to time, upon demand by such Lender (with a copy of such demand promptly submit to the Administrative Issuer, the Servicer and, if such Person is not the Purchaser’s Agent), pay to the Administrative Agent for Purchaser’s Agent, a certificate setting forth in reasonable detail, the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount calculation of such increased cost, submitted to the Borrower and the Administrative Agent costs incurred by such LenderAffected Person. In determining such amount, such Affected Person may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Person in determining amounts of this type. The amount of increased costs set forth in such certificate (which certificate shall, in the absence of manifest error, be prima facie evidence as to such amount) shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having included in the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent Subclass B-2 Increased Costs for the account of Interest Accrual Period immediately succeeding the date on which such Lendercertificate was delivered (or if such certificate was delivered during the last Interest Accrual Period, from time to time as specified by for such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, last Interest Accrual Period) and to the extent that remaining outstanding, each Interest Accrual Period thereafter until paid in full. The Purchaser’s Agent, out of amounts received by it in respect of Subclass B-2 Increased Costs for Affected Persons for any Interest Accrual Period, shall pay such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as increased costs to such amounts submitted Affected Persons; provided, however, that if the amount so distributable in respect of the Subclass B-2 Increased Costs is less than the aggregate amount payable to all such Affected Persons pursuant to Sections 2.08, 2.09 and 2.10 hereof, the Borrower and the Administrative Agent by such Lender resulting shortfall shall be conclusive and binding for all purposes, absent manifest errorallocated among such Affected Persons on a pro rata basis (determined by the amount owed to each).

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request made or issued after the date hereof from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.10 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.13 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. If(a) If on or after the date of this Agreement, due to either any Lender or LC Issuer determines that (i) the introduction of or any change (other than than, in the case of Eurodollar Advances, any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advancesrequirements, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there ) shall be any increase in the cost to any such Lender or such LC Issuer, as the case may be, of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or of issuing or participating in any Facility LC, then the Borrower shall from time to time, upon demand by such Lender or such LC Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuer additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender or such LC Issuer for such increased cost; provided that no Lender shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made and no LC Issuer shall be entitled to demand such compensation more than 90 days following the expiration or termination (by a drawing or otherwise) of the Facility LC in respect of which such demand is made; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or an LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such demand is made within 90 days after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lendera Lender or an LC Issuer, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender or LC Issuer determines that that, after the date of this Agreement, compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) regarding capital adequacy ▇▇▇▇▇ INTEGRATED TYPESETTING SYSTEM Site: ▇▇▇▇▇ OF CHICAGO Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Operator: BOC99999T Date: 27-OCT-2006 12:55:07.86 Name: EXELON CORPORATION CRC: 7903 C09463.SUB, DocName: EX-99.2, Doc: 3, Page: 23 Description: Exhibit 99.2 requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or such LC Issuer or any corporation Person controlling such Lender or such LC Issuer and that the amount of such capital is increased by or based upon the existence of such Lender's ’s Commitment, such LC Issuer’s commitment to lend hereunder and other commitments of this type (including issue Facility LCs, the Advances made by such Lender's commitment to lend hereunder) Lender or the AdvancesReimbursement Obligations owed to such LC Issuer, as the case may be, then, upon demand by such Lender or such LC Issuer (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or such LC Issuer, from time to time as specified by such LenderLender or such LC Issuer, additional amounts sufficient to compensate such Lender Lender, such LC Issuer or such corporation controlling Person, as applicable, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder ▇▇▇▇▇▇’s Commitment or the Advances made by such LenderLender or such LC Issuer determines such increase in capital to be allocable to such LC Issuer’s commitment to issue Facility LCs or the Reimbursement Obligations owed to such LC Issuer; provided that no Lender shall be entitled to demand such compensation more than one year following the payment to or for the account of such Lender of all other amounts payable hereunder by the Borrower and the termination of such ▇▇▇▇▇▇’s Commitment and no LC Issuer shall be entitled to demand such compensation more than one year after the expiration or termination (by drawing or otherwise) of all Facility LCs issued by such LC Issuer and the termination of such LC Issuer’s commitment to issue Facility LCs; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such the applicable Lender or LC Issuer shall be conclusive and binding binding, for all purposes, absent manifest error. (c) Any Lender claiming compensation pursuant to this Section 2.11 shall use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Applicable Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law law, rule, regulation or regulation treaty or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Alternative Currency Term Rate AdvancesAdvances or Term SOFR Advances or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (x) Taxes or Other Taxes, in each case, indemnified or indemnifiable or with respect to which an additional amount has been paid or is payable under Section 2.14 and (y) any Excluded Taxes), then the applicable Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as ; provided, however, that (1) before making any such demand, each Lender agrees to use reasonable efforts (consistent with its legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for, or reduce the amount of of, such increased costcost and would not, submitted to in the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advances, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account reasonable judgment of such Lender, be otherwise disadvantageous to such Lender (or its holding company) and (2) such Lender shall, in making demand under this Section, certify that such Lender is treating substantially all similarly situated borrowers under comparable provisions of similar credit agreements in a manner that is consistent with the treatment afforded the Borrowers hereunder; provided, further, that, for the avoidance of doubt, this Section 2.11(a) shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to Basel III, in each case, regardless of the date adopted, issued, promulgated or implemented. (b) If any Lender or Issuing Bank determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Advances made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing Bank’s policies and the policies of such ▇▇▇▇▇▇’s or Issuing Bank’s holding company with respect to capital adequacy and liquidity), then from time to time the applicable Borrower will pay to such Lender or Issuing Bank, as specified by the case may be, such additional amount or amounts as will compensate such Lender or Issuing Bank or such Lender’s or Issuing Bank’s holding company for any such reduction suffered; provided, additional however, that before making any such demand, each Lender shall, in making demand under this Section, certify that such Lender is treating substantially all similarly situated borrowers under comparable provisions of similar credit agreements in a manner that is consistent with the treatment afforded the Borrowers hereunder. (c) A certificate of a Lender or Issuing Bank setting forth the amount or amounts sufficient necessary to compensate such Lender or such corporation Issuing Bank or its holding company, as the case may be, as specified in the light paragraph (a) or (b) of such circumstances, this Section shall be delivered to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lender. A certificate in reasonable detail as to such amounts submitted to the Administrative Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (d) Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided that the Administrative Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, notifies the Administrative Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’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.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to the Borrower Borrowers and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower Borrowers shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's ’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower Borrowers and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Lending Office or any political subdivision thereof), then the Borrower shall such Lender may from time to time, upon demand by time give notice of such Lender circumstances to the Guarantor and the Borrower (with a copy of such demand notice to the Administrative Agent); provided, pay however, that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the Administrative Agent for the account making of such designation would avoid the need for, or reduce the amount of, such increased costs and would not be disadvantageous to such Lender. The amount sufficient to compensate such Lender additional in light of such increase in costs to such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith on a basis that allocates the amounts sufficient to compensate such Lender for in light of such increased costincrease ratably among all applicable Advances. A certificate as specifying the event referred to in this Section 2.11(a), the amount sufficient to compensate such Lender and the basis of its calculations (which shall be reasonable), submitted in good faith to the amount of such increased costGuarantor, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Borrower of the occurrence of any event referred to in the first sentence of this Section 2.11(a). (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender may from time to time give notice of such circumstances to the Guarantor and the Borrower (with a copy of such demand notice to the Administrative Agent); provided, however, that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would avoid the need for, or reduce the amount of, the Borrower shall immediately pay cost to the Administrative Agent for the account such Lender of such Lender, from time to time as specified increase in the amount of capital maintained by such Lender and would not be disadvantageous to such Lender, additional amounts . The amount sufficient to compensate such Lender or such corporation in the light of such circumstances, increase in capital maintained by such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate specifying the event referred to in reasonable detail as this Section 2.11(b), the amount sufficient to compensate such amounts Lender and the basis of its calculations (which shall be reasonable), submitted in good faith to the Guarantor, the Borrower and the Administrative Agent by such Lender Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Guarantor and the Borrower of the occurrence of any event referred to in the first sentence of this Section 2.11(b). (c) The Borrower shall, within five days of receiving a notice from any Lender pursuant to clause (a) or (b) of this Section 2.11, elect (and shall notify such Lender and the Agent of such election) to: (i) pay to the Agent for the account of such Lender, from time to time commencing on the date of notice by such Lender and as specified by such Lender, (A) the amount such Lender has set forth in the certificate which such Lender has delivered to the Guarantor and the Borrower pursuant to clause (a) of this Section 2.11 or (B) the amount such Lender has set forth in the certificate which such Lender has delivered to the Guarantor and the Borrower pursuant to clause (b) of this Section 2.11, as the case may be; or (ii) prepay all, but not less than all, of such Lender’s Advances and terminate the unused portion of such Lender’s Commitment on a date which shall be specified in the notice sent by the Borrower, provided, however, that upon prepayment of a Lender’s Advances under this Section 2.11(c)(ii), the Borrower shall on the date such prepayment becomes effective, pay all accrued interest on such Advances to the date of such payment together with all fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such prepayment or termination and amounts payable under Section 9.04(a)). Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged. Such Lender's rights under Sections 2.11, 2.14 and 9.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to the date of such release and discharge; or (iii) require that such Lender assign to the Borrower's designated assignee or assignees, in accordance with the terms of Section 9.07, all Advances then owing to such Lender and all rights and obligations of such Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (B) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 2.11(c) unless and until such Lender shall have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, any other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such assignment and amounts payable under Section 9.04(a) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance. Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged; provided, however, that such Lender's rights under Sections 2.11, 2.14 and 9.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to the date of such release or discharge.

Increased Costs. (a) If, due to either (i) the --------------- introduction of or any change (other than including any change by way of imposition or increase of reserve requirements in the case of Eurodollar Rate Advances, included in the Eurodollar Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation regulation, with respect to any Eurocurrency Rate Advance denominated in pounds sterling, after June 1, 1995, and with respect to any other Eurocurrency Rate Advance, after the date hereof, and with respect to any LIBO Rate Advance, after the date on which one or more Lenders offered to make such LIBO Rate Advance pursuant to Section 2.15(a)(ii) or (ii) the compliance with any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), with respect to any Eurocurrency Rate Advance, after the date hereof, and with respect to any LIBO Rate Advance, after the date on which one or more Lenders offered to make such LIBO Rate Advance pursuant to Section 2.15(a)(ii), there shall be any increase in the cost (other than in taxes, except to the extent that the same are required to be paid pursuant to Section 2.13) to any Lender of agreeing to make or making, funding or maintaining Eurodollar any Eurocurrency Rate AdvancesAdvance or LIBO Rate Advance, then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that, before making any such -------- ------- demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, setting forth the basis therefor in reasonable detail and submitted by such Lender to the Borrower and the Administrative Agent by such Lendertogether with any demand under this subsection (a), shall be conclusive and binding for all purposes, presumed correct absent manifest demonstrable error. . (b) If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder hereunder; provided, however, that, before making any such demand, each -------- ------- Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the Advances made by amount of, such additional amounts payable under this subsection (b) and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to such amounts, setting forth the basis therefor in reasonable detail as to such amounts and submitted to the Borrower and the Administrative Agent by such Lender together with any demand under this paragraph (b) shall be conclusive and binding for all purposes, presumed correct absent manifest demonstrable error. (c) Notwithstanding any other provision in this Section 2.10, no Lender shall be entitled to demand compensation pursuant to this Section 2.10 unless such Lender shall certify to the Borrower that it is at the time the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other comparable credit agreements with borrowers of similar credit quality. The Borrower shall pay each Lender the amount shown as due on any certificate delivered by such Lender pursuant to paragraph (a) or (b) above within 30 days after its receipt of the same. (d) No Lender shall be entitled to compensation under this Section 2.10 for any costs incurred or reductions suffered with respect to any event or circumstance unless such Lender shall have notified the Borrower, not more than 120 days after such Lender becomes aware of such event or circumstance, that it will demand compensation for such costs or reductions in a certificate described in the last sentence of each of paragraphs (a) and (b) above.

Increased Costs. (a) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements Change in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation Law or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Term SOFR Rate AdvancesLoans or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) changes after the date hereof in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender▇▇▇▇▇▇, shall be conclusive and binding prima facie evidence of the correctness thereof for all purposes, absent manifest error. CHAR1\1986393v3 (b) If any Lender reasonably determines that any Change in Law or compliance with any law or regulation or any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law) adopted or issued after the date hereof affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type (including such Lender's commitment to lend hereunder) or the Advancestype, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender▇▇▇▇▇▇, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ▇▇▇▇▇▇’s commitment to lend hereunder or the Advances made by such Lenderhereunder. A certificate in reasonable detail as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding prima facie evidence of the correctness thereof for all purposes, absent manifest error. (c) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the change or circumstance giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided, further, that, if the change or circumstance giving rise to such increased costs or reductions is retroactive, then the six‑month period referred to above shall be extended to include the period of retroactive effect thereof.