Common use of Increased Costs Clause in Contracts

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

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 included in the Eurocurrency 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, including, without limitation, governmental authority having jurisdiction over any agency of the European Union or similar monetary or multinational authority Lender (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 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 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 Designated Agent), pay to the Designated 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 of a senior financial officer of such Lender as to verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail and stating the basis upon which therefore (with a copy of such amount has been calculated and certifying certificate to the Agent); provided, however, 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 Designated Agent by such Lender, certificate shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) If, If on or after the date hereofof 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 requirements, included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for shall increase the account of or credit extended by any cost to such Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or AdvancesLC Issuer, deposits or liabilities incurred to fund Advancesas the case may be, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate AdvancesAdvances or of issuing or participating in any Facility LC, 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 applicable Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Administrative Agent)) or the LC Issuer, as applicable, pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the applicable Borrower and the Designated Administrative Agent by such Lendera Lender or the LC Issuer, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (a) Ifsuch increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date hereofof this Agreement in U.S. federal, due state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to either (i) a class of banks including the introduction of Liquidity Provider under any U.S. federal, state, municipal, or any change (other than any change by way of imposition foreign laws or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which guideline which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or request (x2) imposes, imposes or modifies or deems applicable any reserve, special deposit deposit, compulsory loan or similar requirement against requirements relating to any extensions of credit or other assets held byof, or any deposits with or for other liabilities of, the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement Liquidity Provider (including any assessment such Advances or charge on any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with respect applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Rate Advances, then such Lender shall so Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after such Lender knows of such increased cost it obtains knowledge thereof and determines that to request such cost is material and the Borrower compensation, which notice shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 cost describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and stating of the basis upon which such amount has been calculated and certifying that such Lender’s method additional amounts required to compensate the Liquidity Provider in respect 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 Designated Agent by such Lenderany Additional Costs, shall be conclusive and binding for all purposes hereof, absent manifest errorprima facie evidence of the amount owed under this Section. Notwithstanding the foregoingpreceding two paragraphs, the Borrower Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which is not a bank shall not be required entitled to pay any amount under this the benefits of the preceding two paragraphs (but without limiting the provisions of Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage7.08 hereof).

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 included in the Eurocurrency 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 Authoritygovernmental authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable theretohereto), 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 Eurocurrency 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 Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (a) Ifsuch increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date hereofof this Agreement in U.S. federal, due state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to either (i) a class of banks including the introduction of Liquidity Provider under any U.S. federal, state, municipal, or any change (other than any change by way of imposition foreign laws or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which guideline which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances or request such obligation (xother than Excluded Taxes); or (2) imposes, imposes or modifies or deems applicable any reserve, special deposit deposit, compulsory loan or similar requirement against requirements relating to any extensions of credit or other assets held byof, or any deposits with or for other liabilities of, the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement Liquidity Provider (including any assessment such Advances or charge on such obligation or any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with respect applicable legal and regulatory restrictions) to change the jurisdiction of its Facility Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Rate Advances, then such Lender shall so Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after such Lender knows of such increased cost it obtains knowledge thereof and determines that to request such cost is material and the Borrower compensation, which notice shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 cost describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and stating of the basis upon which such amount has been calculated and certifying that such Lender’s method additional amounts required to compensate the Liquidity Provider in respect 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 Designated Agent by such Lenderany Additional Costs, shall be conclusive and binding for all purposes hereof, absent manifest errorprima facie evidence of the amount owed under this Section. Notwithstanding the foregoingpreceding two paragraphs, the Borrower Liquidity Provider and the Subordination Agent agree that any permitted assignee or participant of the initial Liquidity Provider which is not a bank shall not be required entitled to pay any amount under this the benefits of the preceding two paragraphs (but without limiting the provisions of Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage7.08 hereof).

Increased Costs. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (a) Ifsuch increases in costs and reductions in amounts receivable being herein called "ADDITIONAL COSTS"), resulting from any change after the date hereofof this Agreement in U.S. federal, due state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to either (i) a class of banks including the introduction of Liquidity Provider under any U.S. federal, state, municipal, or any change (other than any change by way of imposition foreign laws or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "REGULATORY CHANGE"), which guideline which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or request (x2) imposes, imposes or modifies or deems applicable any reserve, special deposit deposit, compulsory loan or similar requirement against requirements relating to any extensions of credit or other assets held byof, or any deposits with or for other liabilities of, the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement Liquidity Provider (including any assessment such Advances or charge on any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with respect applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Rate Advances, then such Lender shall so Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after such Lender knows of such increased cost it obtains knowledge thereof and determines that to request such cost is material and the Borrower compensation, which notice shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 cost describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and stating of the basis upon which such amount has been calculated and certifying that such Lender’s method additional amounts required to compensate the Liquidity Provider in respect 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 Designated Agent by such Lenderany Additional Costs, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding prima facie evidence of the foregoing, the Borrower shall not be required to pay any amount owed under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve PercentageSection.

Increased Costs. (a) If, after the date hereof, due to either (i) the introduction after the date of this Agreement of or any change after the date of this Agreement (other than including any change by way of imposition or increase of reserve requirements included or assessments other than those referred to in the Eurocurrency Rate definition of "Eurodollar Reserve Percentage," "C/D Reserve Percentage" or "C/D Assessment Rate" contained in Section 1.1) in or in the interpretation of any law or regulation or (ii) the compliance with any hereafter promulgated guideline or request issued or made after the date of this Agreement from or by any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any in each case above other condition regarding this Agreement (including any assessment or charge on or with respect than those referred to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)in Section 2.17, 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 make, fund or maintain, or of making, funding or maintaining Eurocurrency maintaining, Eurodollar Rate AdvancesAdvances funded in the interbank Eurodollar market, 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Administrative Agent), pay to the Designated Administrative Agent for the account of such Lender additional amounts sufficient to compensate reimburse such Lender for all such increased costcosts (except those costs 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 efforts promptly to notify the Company 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 2.16(a) (except as otherwise expressly provided above in this Section 2.16(a)). A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Company and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding After one or more Lenders have notified the foregoingCompany of any increased costs pursuant to this Section 2.16, the Company may specify by notice to the Administrative Agent and the affected Lenders that, after the date of such notice whenever the election of Eurodollar Rate Advances by the applicable Borrower for an Interest Period or portion thereof would give rise to such increased costs, such election shall not apply to the Revolving Credit Advances of such Lenders during such Interest Period or portion thereof, and, in lieu thereof, such Revolving Credit Advances shall during such Interest Period or portion thereof be required Base Rate Advances. Each Lender agrees to pay use its best efforts (including, without limitation, a reasonable effort to change its lending office or to transfer its affected Advances to an affiliate of such Lender) to avoid, or minimize the amount of, any amount demand for payment from the Borrowers under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage2.16.

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 requirements, in the case of Eurodollar Rate Advances, included in the Eurocurrency Eurodollar Rate Reserve Percentage) in or in to 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 funding, or maintaining Eurocurrency Eurodollar Rate AdvancesAdvances or to increase the cost to the Swingline Lender or any Lender of participating in, issuing or maintaining any LIBOR Market Index Rate Advance (or of maintaining its obligations to participate in any LIBOR Market Index Rate Advance) or to increase the cost to such Lender or the LC Issuing Bank of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligations to participate in or to issue any Letter of Credit), 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, Swingline Lender or the LC Issuing Bank (with a copy of such demand to the Designated Agent), pay to the Designated Agent for the account of such Lender, Swingline Lender or LC Issuing Bank additional amounts sufficient to compensate such Lender, Swingline Lender or LC Issuing Bank for such increased cost. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, Swingline Lender or LC Issuing Bank, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding , provided that the foregoingdetermination thereof shall have been made by such Lender, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes Swingline Lender or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included LC Issuing Bank in the Eurocurrency Rate Reserve Percentagegood faith.

Increased Costs. The Borrower shall pay to the Liquidity Provider from time to time such amounts as may be necessary to compensate the Liquidity Provider for any increased costs incurred by the Liquidity Provider which are attributable to its making or maintaining any LIBOR Advances hereunder or its obligation to make any such Advances hereunder, or any reduction in any amount receivable by the Liquidity Provider under this Agreement or the Intercreditor Agreement in respect of any such Advances or such obligation (a) Ifsuch increases in costs and reductions in amounts receivable being herein called "Additional Costs"), resulting from any change after the date hereofof this Agreement in U.S. federal, due state, municipal, or foreign laws or regulations (including Regulation D of the Board of Governors of the Federal Reserve System), or the adoption or making after the date of this Agreement of any interpretations, directives, or requirements applying to either (i) a class of banks including the introduction of Liquidity Provider under any U.S. federal, state, municipal, or any change (other than any change by way of imposition foreign laws or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority regulations (whether or not having the force of law) by any court, central bank or monetary authority charged with the interpretation or administration thereof (a "Regulatory Change"), which guideline which: (1) changes the basis of taxation of any amounts payable to the Liquidity Provider under this Agreement in respect of any such Advances (other than Excluded Taxes); or request (x2) imposes, imposes or modifies or deems applicable any reserve, special deposit deposit, compulsory loan or similar requirement against requirements relating to any extensions of credit or other assets held byof, or any deposits with or for other liabilities of, the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement Liquidity Provider (including any assessment such Advances or charge on any deposits referred to in the definition of LIBOR Rate or related definitions). The Liquidity Provider agrees to use reasonable efforts (consistent with respect applicable legal and regulatory restrictions) to change the jurisdiction of its Lending Office if making such change would avoid the need for, or reduce the amount of, any amount payable under this Section that may thereafter accrue and would not, in the reasonable judgment of the Liquidity Provider, be otherwise disadvantageous to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Rate Advances, then such Lender shall so Liquidity Provider. The Liquidity Provider will notify the Borrower of any event occurring after the date of this Agreement that will entitle the Liquidity Provider to compensation pursuant to this Section 3.01 as promptly as practicable after such Lender knows of such increased cost it obtains knowledge thereof and determines that to request such cost is material and the Borrower compensation, which notice shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 cost describe in reasonable detail the calculation of the amounts owed under this Section. Determinations by the Liquidity Provider for purposes of this Section 3.01 of the effect of any Regulatory Change on its costs of making or maintaining Advances or on amounts receivable by it in respect of Advances, and stating of the basis upon which such amount has been calculated and certifying that such Lender’s method additional amounts required to compensate the Liquidity Provider in respect 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 Designated Agent by such Lenderany Additional Costs, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding prima facie evidence of the foregoing, the Borrower shall not be required to pay any amount owed under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve PercentageSection.

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 included in the Eurocurrency 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 hereafter promulgated guideline guideline, rule, directive or request from of any central bank or other Governmental Authority, including, without limitation, any agency of governmental authority adopted or made after the European Union or similar monetary or multinational authority date hereof (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation other than on account of corporate overhead(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 (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Eurodollar Rate AdvancesLoans, 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 within 30 days after delivery by such Lender to the Borrower (with a copy of such demand to the Designated 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 Designated 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 the increased costs set forth in such increased cost in reasonable detail and stating the basis upon certificate (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 Designated Agent by such Lender, certificate shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding ); 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 foregoingmaking of such a designation would avoid the need for, or reduce the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included of, such increased cost and would not, in the Eurocurrency Rate Reserve Percentagereasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

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 Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 Designated Administrative Agent), pay to the Designated 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 cost 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 provisionscost, submitted to the Borrower and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding 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 foregoingforce 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 not be required immediately pay to pay any amount under this Section 2.11 relating the Administrative Agent for the account of such Lender, from time to (i) costs that are Excluded Taxes time as specified by such Lender, additional amounts sufficient to compensate such Lender or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included such corporation in the Eurocurrency Rate Reserve Percentagelight 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) IfIf at any time a Lender or Issuing Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, after continuing or converting, the date hereofcommitment to make or the maintaining of any Eurodollar Loan or the issuance, due the commitment to either issue or the maintaining of any Letter of Credit or any participation therein because of (i) the introduction of or any change since the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation or administration thereof and including the introduction of any new law or regulation or (ii) the compliance with any hereafter promulgated governmental rule, regulation, guideline or request from any central bank or other Governmental Authority, such order) including, without limitation, the imposition, modification or deemed applicability of any agency reserves, deposits, liquidity or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the European Union Adjusted Eurodollar Rate) or similar monetary or multinational authority (whether or not having ii) other circumstances affecting the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for London interbank Eurodollar market; then the account of or credit extended by any relevant Borrower shall pay to such Lender or Issuing Lender promptly upon written demand therefor, such additional amounts (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation form of corporate overhead) to any Lender (which cost an increased rate of, or a different method of calculating, interest or otherwise as such Lender reasonably determines or Issuing Lender may determine in good faith is materialits sole discretion) of agreeing to make or making, funding or maintaining Eurocurrency 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 Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient as may be required to compensate such Lender or Issuing Lender for such increased costcosts or reductions in amounts receivable hereunder. A certificate of such Each determination and calculation made by a Lender as to the amount of such increased cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofor Issuing Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto. Notwithstanding anything herein to the foregoingcontrary, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or are subject any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to indemnification under Section 2.14 or Basel III, and (ii) reserve the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements that are included and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the Eurocurrency Rate Reserve Percentagedate enacted, adopted, issued or implemented.

Increased Costs. (a) If, after the date hereof, 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 included or assessments other than those referred to in the Eurocurrency Rate definition of "Eurodollar Reserve Percentage" contained in Section 1.01) in or in the interpretation of any law or regulation or (ii) the compliance with any hereafter promulgated guideline or request issued or made after the Effective Date from or by any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any in each case above other condition regarding this Agreement (including any assessment or charge on or with respect than those referred to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)in Section 2.12, 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 make, fund or maintain, or of making, funding or maintaining Eurocurrency maintaining, Eurodollar Rate AdvancesAdvances funded in the interbank Eurodollar market, 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 Designated Administrative Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding After one or more Lenders have notified the foregoingBorrower of any 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 portion thereof would give rise to such increased costs, such election shall not apply to the A Advances of such Lender or Lenders during such Interest Period or portion thereof, and, in lieu thereof, such A Advances shall during such Interest Period or portion thereof be required Base Rate Advances. Each Lender agrees to pay use its best reasonable efforts (including a reasonable effort to change its Applicable Lending Office or to transfer its affected A Advances to an Affiliate of such Lender) to avoid, or minimize the amount of, any amount demand for payment from the Borrower under this Section 2.11 relating to (i) costs 2.11, provided that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included such avoidance would not, in the Eurocurrency Rate Reserve Percentagereasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any hereafter promulgated directive, guideline or request from any central bank or other Governmental Authority, Authority including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request in each case after the date hereof (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to any Lender (or the Commitments Administrative Agent), if later, the date on which such Lender (or Advances, deposits the Administrative Agent) becomes a Lender (or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable theretothe Administrative Agent)), 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) or the Administrative Agent of agreeing to make or making, funding or maintaining Eurocurrency Rate AdvancesAdvances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes as to which such Lender is indemnified under Section 2.14, (ii) Excluded Taxes, or (iii) Other Taxes), 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 or the Administrative Agent (with a copy of such demand to the Designated Administrative Agent, if applicable), pay to the Designated Administrative Agent for the account of such Lender (or for its own account, if applicable) additional amounts sufficient to compensate such Lender or the Administrative Agent for such increased costcost as reasonably determined by such Lender or the Administrative Agent (which determination shall be made in good faith (and not on an arbitrary or capricious basis) and consistent with similarly situated customers of the applicable Lender or the Administrative Agent under agreements having provisions similar to this Section 2.11 after consideration of such factors as such Lender or the Administrative Agent then reasonably determines to be relevant). A certificate of such Lender as to the amount of describing such increased cost costs 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 delivered to the Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest demonstrable error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) If, after the date hereof, 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 included in after the Eurocurrency 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 hereafter promulgated guideline guideline, request or request directive enacted or imposed or made after the date hereof from any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law)) shall (A) impose, which guideline modify, or request (x) imposes, modifies or deems deem applicable any reserve, special deposit or similar requirement against assets held byof, deposits with or for the account of of, or credit extended by by, any Lender Lender, or (yii) imposes impose on any Lender any other condition regarding this Agreement (including condition, and the result of any assessment or charge on or with respect to of the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there foregoing shall be any to materially 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 funding, or maintaining Eurocurrency Rate Advancesany portion of the Loans (except with respect to Excluded Taxes), 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 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 Designated Loan Agent), pay to the Designated Loan Agent for the account of such Lender Lender, additional amounts sufficient to compensate such Lender for such increased cost. A Such a certificate of such Lender as to the amount of such increased cost 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 Borrowers and the Designated Loan Agent by such Lender, Lender shall be conclusive and binding for all purposes hereof, presumptively correct absent manifest error. Notwithstanding the foregoingprovisions of this paragraph, (x) the Borrower 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 pay make any amount under this Section 2.11 relating payment otherwise required hereby to (i) costs any Lender unless such Lender states in its written demand that are Excluded Taxes or are subject such claim is not being made on a basis that discriminates against the Borrower as compared to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagecomparable extensions of credit with similarly situated borrowers.

Increased Costs. (a) IfIf at any time a Lender or Issuing Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, after continuing or converting, the date hereofcommitment to make or the maintaining of any Term SOFR Loan or the issuance, due the commitment to either (i) issue or the introduction maintaining of any Letter of Credit or any change participation therein, including subjecting any Lender to any taxes (other than Taxes, Other Taxes and the excluded taxes described in the definition of Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, because of any change by way since the date of imposition this Credit Agreement in any applicable law, governmental rule, regulation, guideline or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in order (or in the interpretation or administration thereof and including the introduction of any new law or regulation or (ii) the compliance with any hereafter promulgated governmental rule, regulation, guideline or request from any central bank or other Governmental Authority, such order) including, without limitation, the imposition, modification or deemed applicability of any agency reserves, deposits, liquidity or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required to the extent included in the computation of the European Union or similar monetary or multinational authority (whether or not having Adjusted Term SOFR Rate); then the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any relevant Borrower shall pay to such Lender or Issuing Lender promptly upon written demand therefor, such additional amounts (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation form of corporate overhead) to any Lender (which cost an increased rate of, or a different method of calculating, interest or otherwise as such Lender reasonably determines or Issuing Lender may determine in good faith is materialits sole discretion) of agreeing to make or making, funding or maintaining Eurocurrency 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 Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient as may be required to compensate such Lender or Issuing Lender for such increased costcosts or reductions in amounts receivable hereunder. A certificate of such Each determination and calculation made by a Lender as to the amount of such increased cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofor Issuing Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto. Notwithstanding anything herein to the foregoingcontrary, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or are subject any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to indemnification under Section 2.14 or Basel III, and (ii) reserve the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements that are included and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the Eurocurrency Rate Reserve Percentagedate enacted, adopted, issued or implemented.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate AdvancesLoans (or, in the case of any change in or in the interpretation of any law or regulations with respect to taxes, any Loans) (excluding for purposes of this Section 2.09 any such increased costs resulting from (x) Taxes, Excluded 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 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 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 Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Company and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding anything herein to the foregoingcontrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Borrower 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 not in each case be required deemed to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes be a “change in law”, regardless of the date enacted, adopted or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageissued.

Increased Costs. If at any time a Lender or Issuing Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, continuing or converting, the commitment to make or the maintaining of any Eurodollar Loan or the issuance, the commitment to issue or the maintaining of any Letter of Credit or any participation therein, including subjecting any Lender to any taxes (aother than Taxes, Other Taxes and the excluded taxes described in the definition of Taxes) Ifon its loans, after the date hereofloan principal, due to either letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, because of (i) the introduction of or any change since the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation or administration thereof and including the introduction of any new law or regulation or (ii) the compliance with any hereafter promulgated governmental rule, regulation, guideline or request from any central bank or other Governmental Authority, such order) including, without limitation, the imposition, modification or deemed applicability of any agency reserves, deposits, liquidity or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the European Union Adjusted Eurodollar Rate) or similar monetary or multinational authority (whether or not having ii) other circumstances affecting the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for London interbank Eurodollar market; then the account of or credit extended by any relevant Borrower shall pay to such Lender or Issuing Lender promptly upon written demand therefor, such additional amounts (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation form of corporate overhead) to any Lender (which cost an increased rate of, or a different method of calculating, interest or otherwise as such Lender reasonably determines or Issuing Lender may determine in good faith is materialits sole discretion) of agreeing to make or making, funding or maintaining Eurocurrency 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 Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient as may be required to compensate such Lender or Issuing Lender for such increased costcosts or reductions in amounts receivable hereunder. A certificate of such Each determination and calculation made by a Lender as to the amount of such increased cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofor Issuing Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto. Notwithstanding anything herein to the foregoingcontrary, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or are subject any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to indemnification under Section 2.14 or Basel III, and (ii) reserve the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements that are included and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the Eurocurrency Rate Reserve Percentagedate enacted, adopted, issued or implemented.

Increased Costs. (a) IfIf any Change in Law shall impose, after the date hereof, due to either (i) the introduction of modify or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System but excluding with respect to any Eurodollar Ratable Advance any such requirement included in an applicable Statutory Reserve Rate) against assets held byof, deposits with or for the account of of, or credit extended by by, any Lender (or (y) imposes its Lending Installation), shall impose on any Lender (or its Lending Installation) or the Administrative Agent or on the London interbank market any other condition regarding this Agreement (including any assessment other than Taxes) affecting its Eurodollar Ratable Advances or charge on or with respect its obligation to the Commitments or make Eurodollar Ratable Advances, deposits or shall subject such Lender to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be and the result of any of the foregoing is to increase in the cost (excluding any allocation of corporate overhead) to any such Lender (which cost such Lender reasonably determines in good faith is materialor its Lending Installation) of agreeing to make or making, funding making or maintaining Eurocurrency Rate Advancesany Eurodollar Ratable Advance, then such Lender shall so notify or to reduce the Borrower promptly after such Lender knows amount of such increased cost and determines that such cost is material and the Borrower shall from time to time, upon demand any sum received or receivable by such Lender (or its Lending Installation) or the Administrative Agent under this Agreement or under its Note with a copy of respect thereto by an amount deemed by such Lender or the Administrative Agent to be material, then, within 30 days after demand to by such Lender, the Designated Agent), Borrower shall pay to the Designated Agent for the account of such Lender such additional amount or amounts sufficient to as will compensate such Lender for such increased cost. A certificate of cost or reduction; provided, however, that at such time such Lender as to the amount of shall be generally assessing such increased cost in reasonable detail and stating the amounts on a non-discriminatory 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 against borrowers which, as a credit matter, are substantially under agreements having provisions similar to this Agreement. For the Borrower and which are subject to similar provisionsavoidance of doubt, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower this Section 3.1 shall not be required apply to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Indemnified Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve PercentageExcluded Taxes.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate AdvancesLoans (or, in the case of any change in or in the interpretation of any law or regulations with respect to taxes, any Loans) (excluding for purposes of this Section 2.09 any such increased costs resulting from (x) Taxes, Excluded 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 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 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 Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Company and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding anything herein to the foregoingcontrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Borrower 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 not in each case be required deemed to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes be a “change in law”, regardless of the date enacted, adopted or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageissued.

Increased Costs. (a) If, after The Borrower agrees to indemnify each Lender for its actual and documented increased costs that are the date hereof, due to either (i) the introduction result of or any a change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in Law or in the official interpretation of any law thereof or regulation or (ii) the compliance with any hereafter promulgated 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 governmental authority having jurisdiction over such Lender (whether or not having the force of law)) adopted or made (i) in the case of the Initial Lender, after the date of this Agreement and (ii) 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, which guideline or request costs are reasonably incurred by such Lender and are the result of (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate Advances, then Advances or (y) any increase in the amount of capital required to be maintained by such Lender shall so notify or any corporation controlling such Lender, based upon the Borrower promptly after existence of such Lender's commitment to lend hereunder and other commitments of this type, to the extent that such Lender knows reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend 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 applicable date set forth above, (B) any period or periods ending more than 120 days prior to demand for indemnification being made or (C) any such increased cost and determines that costs resulting from (a) Taxes or Other Taxes (as to which Section 2.13 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 cost Lender is material and the organized or has its Applicable Lending Office or any political subdivision thereof. The Borrower shall from time to time, upon within 30 days following demand by such Lender complying with Section 8.04(d) (with a copy of such demand to the Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagecosts.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 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 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 Designated 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 Designated 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 of specifying the event referred to in this Section 2.11(a), the amount sufficient to compensate such Lender as to the amount of such increased cost in reasonable detail and stating the basis upon of its calculations (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 provisionsshall be reasonable), submitted in good faith to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, Each Lender agrees to provide reasonably prompt notice to the Borrower shall not be required of the occurrence of any event referred to pay any amount under in the first sentence of this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage2.11(a).

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 included in the Eurocurrency Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or in the interpretation or administration of any law or regulation by any governmental authority charged with the interpretation or administration thereof after the Effective Date or (ii) the compliance with any hereafter promulgated guideline or request from any central bank or other Governmental Authority, including, without limitation, governmental authority having jurisdiction over any agency of the European Union or similar monetary or multinational authority Lender (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for after the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Effective Date, 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 Eurocurrency Eurodollar Rate AdvancesAdvances or LIBO Rate Advances resulting from the imposition or increase of any applicable reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender or any condition (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) Excluded Taxes, (iii) FATCA and (iv) changes in the rate of tax on the net or gross income of such Lender), 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 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 Designated Agent), pay to the Designated 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 of a senior financial officer of such Lender as to verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail and stating the basis upon which therefore (with a copy of such amount has been calculated and certifying certificate to the Agent); provided, however, 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 Designated Agent by such Lender, certificate shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

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 included in the Eurocurrency 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 hereafter promulgated directive, 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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, to purchase or purchasing, funding or maintaining Eurocurrency 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 such Lender shall so notify the Borrower promptly after such Lender knows of such increased cost Borrowers jointly and determines that such cost is material and the Borrower shall 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 Designated 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 Designated 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 of such Lender as to the amount of such increased cost or reduced amount or return in reasonable detail and stating (including 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 provisionscalculation thereof), submitted to the Borrower Borrowers and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) If, If at any time after the date hereof, due and from time to either time, 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 introduction of or Loans (including LIBOR Loans) hereunder (which, with respect to any change (other than any change by way of imposition or Base Rate Loan, such increase of reserve requirements included in costs is not reflected in an increase in the Eurocurrency Adjusted Base Rate Reserve Percentage) as determined by such Lender in or in the interpretation of any law or regulation or its reasonable discretion), (ii) reducing the compliance with yield or rate of return of such Lender on the Loans (including LIBOR Loans) hereunder, to a level below that which such Lender could have achieved but for the adoption or modification of any hereafter promulgated guideline such requirements, (iii) changing the basis of taxation of payments to such Lender of the principal or request from interest on any central bank LIBOR Loan or other Governmental Authority, including, without limitation, any agency amounts payable under this Credit Agreement in respect thereof or (iv) imposing of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against requirements relating to any extensions of credit on other assets held byof, or any deposits with or for other liabilities of, such Lender (such increases or reductions collectively referred to as "Increased Costs"), the account Borrower shall, within fifteen (15) days of or credit extended any request by Lender, pay to such Lender an amount equal to such Increased Costs. No failure by any Lender or (y) imposes on to demand payment of any Lender additional amounts payable hereunder shall constitute a waiver of such Lender's right to demand payment of any other condition regarding this Agreement (including amounts arising at any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there subsequent time. Nothing herein contained shall be any increase in the cost (excluding any allocation of corporate overhead) construed or so operate as to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances, then such Lender shall so notify require 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 Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) interest, fees, costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagecharges greater than is permitted by applicable law.

Increased Costs. (a) If, after the date hereof, 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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline ) made or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for issued after the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Effective Date, 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 Eurocurrency 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 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated 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 hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

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 included in the Eurocurrency 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, 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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, continuing, converting to, funding or maintaining 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 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 timeCompany shall, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Company and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding Such certificate shall be in reasonable detail and shall certify that the foregoingclaim 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, the Borrower but such Lender shall not be required to pay disclose any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes confidential or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageproprietary information therein.

Increased Costs. (a) If, after the date hereof, 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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline ) made or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for issued after the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Effective Date, 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 issue, participate in, fund or makingmaintain, or issuing, participating in, funding or maintaining Eurocurrency 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 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated 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 hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

Increased Costs. If a Lender or an LC Issuer determines that the amount of capital required or expected to be maintained by such Lender or such LC Issuer, any Lending Installation of such Lender or an LC Issuer, or any corporation controlling such Lender or LC Issuer is increased as a result of a Change, then, within fifteen (a15) Ifdays of written notice by such Lender or LC Issuer (which notice shall be given not later than 180 days after the Change resulting in such increase), Borrower shall pay such Lender or LC Issuer the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital which such Lender or LC Issuer determines is attributable to this Agreement, its Loans or its issuance of or participation in Facility L/Cs or its Commitment to make Loans or to issue or to participate in Facility L/Cs, as the case may be, hereunder (after taking into account such Lender’s or LC Issuer’s policies as to capital adequacy). “Change” means (i) any change 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 included this Agreement in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation Risk-Based Capital Guidelines or (ii) the compliance with any hereafter promulgated guideline adoption of or request from change in any central bank other law, governmental or other Governmental Authorityquasi-governmental rule, includingregulation, without limitationpolicy, any agency of the European Union guideline, interpretation, or similar monetary or multinational authority directive (whether or not having the force of law), ) after the date of this Agreement which guideline affects the amount of capital required or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended expected to be maintained by any Lender or (y) imposes on LC Issuer or any Lending Installation or any corporation controlling any Lender or LC Issuer. “Risk-Based Capital Guidelines” means (a) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (b) the corresponding capital regulations promulgated by regulatory authorities outside the United States implementing the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices Entitled “International Convergence of Capital Measurements and Capital Standards,” including transition rules, and any other condition regarding this Agreement (including any assessment or charge on or with respect amendments to such regulations adopted prior to the Commitments or Advances, deposits or liabilities incurred date of this Agreement. Such Lender’s written notice to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there Borrower for compensation hereunder 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 Eurocurrency 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 Designated Agent), pay to the Designated 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 cost set forth in reasonable detail the computation of any additional amounts payable to such Lender by Borrower, and stating the basis upon which such amount has been calculated request 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 Designated Agent by such Lender, computation shall be conclusive and binding for all purposes hereof, absent in the absence of manifest error. Notwithstanding This provision shall remain in full force and effect with respect to the foregoingLoans until the later of (1) the termination of this Agreement or (2) the payment in full of all Notes (provided that before accepting final payment on the Notes, the a Lender shall calculate any amounts due it in accordance with this subsection 2.9 and give notice to Borrower of such amounts as stated herein, and Borrower shall not include such amounts in Borrower’s final payment). This provision shall survive the termination of all Facility L/Cs and, with respect to Facility L/Cs, shall remain in full force and effect until there is no existing or future obligation of Agent or any Lender under any Facility L/C. The provisions of this subsection 2.9 shall be required to pay any amount under this supplemented by the provisions of Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage3 hereof.

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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation after the Effective Date or (ii) the compliance with any hereafter promulgated 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 governmental authority (whether or not having the force of law), which guideline ) made or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for issued after the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Effective Date, 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 Eurocurrency 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 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated 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 hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

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 included in the case of Eurocurrency Rate Reserve PercentageAdvances payable under Section 2.07(d)) in or in the interpretation of any law or regulation regulation, in each case after the Closing Date, or (ii) the compliance with any hereafter promulgated 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 Authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for in each case issued after the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Closing Date, there shall be any increase in the cost (excluding any allocation other than with respect to Indemnified Taxes, Taxes described in clauses (b) through (d) of corporate overheadthe definition of Excluded Taxes or Connection Income Taxes) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate AdvancesAdvances made to the Company, 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 Company shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Administrative Agent), pay to the Designated Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A reasonably detailed certificate of such Lender as to the amount and manner of calculation of such increased cost 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 provisionscost, submitted to the Borrower Company and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding For the foregoingavoidance of doubt and notwithstanding anything in this Section to the contrary, this Section 2.10(a) shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act, regardless of the date adopted, issued, promulgated or implemented and this Section 2.10(a) shall apply to all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Borrower shall not be required Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes Basel III, regardless of the date enacted, adopted or are subject to indemnification under Section 2.14 issued or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageimplemented.

Increased Costs. (a) If, after the date hereof, due to either (i) the --------------- introduction of or any change (other than including any change by way of imposition or increase of reserve requirements included in the 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 hereafter promulgated guideline or request from any central bank or other Governmental Authority, 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to any Eurocurrency Rate Advance, after the Commitments date hereof, and with respect to any LIBO Rate Advance, after the date on which one or Advances, deposits or liabilities incurred more Lenders offered to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable theretomake such LIBO Rate Advance pursuant to Section 2.15(a)(ii), there shall be any increase in the cost (excluding any allocation of corporate overheadother than in taxes, except to the extent that the same are required to be paid pursuant to Section 2.13) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining any Eurocurrency Rate AdvancesAdvance or LIBO Rate Advance, 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 Designated Administrative Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost cost, setting forth the basis therefor in reasonable detail and stating the basis upon which submitted by 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 Lender to the Borrower and the Designated Administrative Agent by such Lendertogether with any demand under this subsection (a), shall be conclusive and binding for all purposes hereof, presumed correct absent manifest demonstrable error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation interpretation, application or implementation of any law or regulation Applicable Law (a “Regulatory Change”) after the Original Closing Date, or (ii) the compliance with any hereafter promulgated guideline or change in the interpretation, application or implementation of any guideline or request from any central bank or other Governmental AuthorityAuthority (whether or not having the force of law) after the Original Closing Date, includingthere shall be any increase in the cost to any Affected Person, without limitation(A) other than with respect to Taxes, any agency of agreeing to make or making, funding or maintaining Advances to the Borrower, (B) as a result of Taxes (other than (I) Indemnified Taxes, (II) Taxes described in clause (ii) through (vi) of the European Union definition of Excluded Taxes and (III) Connection Taxes) on Advances, Notes or Commitments, or reserves, other liabilities or capital attributable thereto or (C) other than Excluded Risk Retention Increased Costs, then the Borrower shall from time to time, on the Payment Dates (but subject in all cases to Section 2.04(f)), following such Affected Person’s demand, pay in accordance with the Priority of Payments to such Affected Person such additional amounts as may be sufficient to compensate such Affected Person for such increased cost. A certificate setting forth in reasonable detail the amount of such increased cost, submitted to the Borrower by an Affected Person (with a copy to the Agents and DBRS), shall be conclusive and binding for all purposes, absent manifest error. Notwithstanding anything herein to the contrary, each of (i) the Xxxx–Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules and regulations promulgated thereunder or issued in connection therewith (the “Xxxx-Xxxxx Act”), (ii) the Retention Requirement Laws, (iii) any law, request, rule, guideline or directive promulgated by the Bank of International Settlements, the Basel Committee on Banking Supervision (or any successor or similar monetary authority) or multinational authority the United States or foreign regulatory authorities, in each case pursuant to Basel III (“Basel III”), and (iv) any existing or future rules, regulations, guidance, interpretations or directives from the U.S. bank regulatory agencies relating to the Xxxx-Xxxxx Act, Basel III or the Retention Requirement Laws (whether or not having the force of law), which guideline and all rules and regulations promulgated thereunder or request (x) imposesissued in connection therewith shall in each case be deemed to have been introduced after the Original Closing Date, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or thereby constituting a Regulatory Change hereunder with respect to the Commitments Affected Parties as of the Original Closing Date, regardless of the date enacted, adopted or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageissued.

Increased Costs. If at any time a Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, continuing or converting, committing to make or maintaining of any Eurodollar Loan or any participation therein because of (ai) Ifany change since the date of this Credit Agreement in any applicable law, after governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or such order), including the imposition, modification or deemed applicability of any reserves, deposits, liquidity or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Adjusted Eurodollar Rate) or (ii) other circumstances affecting the London interbank Eurodollar market, then the Borrower shall pay to such Lender promptly upon written demand therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender may determine in its sole discretion) as may be required to compensate such Lender or for such increased costs or reductions in amounts receivable hereunder. Each determination and calculation made by a Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto. Notwithstanding anything herein to the contrary, (i) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by U.S. or foreign regulatory authorities, in each case, pursuant to Basel III, and (ii) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection therewith or in implementation thereof, shall, in each case, be deemed, for all purposes of this Credit Agreement, to be a change in law since 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 included in the Eurocurrency 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, including, without limitation, any agency regardless of the European Union date enacted, adopted, issued or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageimplemented.

Increased Costs. (a) If, after the date hereof, 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 included in determining the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any the Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate Advancesany Loans at the Eurodollar Rate, 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 Designated Agent)Lender, pay to the Designated Agent for the account of such Lender additional amounts sufficient to compensate such the Lender for such increased cost. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and by the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding If the foregoingBorrower so notifies the Lender within five Business Days after the Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.10, the Borrower shall not be required to pay any amount under may either (A) prepay in full all Loans bearing interest at the Eurodollar Rate then outstanding in accordance with Section 2.10 and, additionally, reimburse the Lender for such increased cost in accordance with this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 2.10, or (iiB) reserve requirements require the Lender 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, and additionally, reimburse the Lender for such increased cost in accordance with this Section 2.10, provided that are included in the Eurocurrency event that the election in (B) is made by the Borrower, the Lender's obligations to make Loans hereunder shall thereafter be deemed to be obligations to make Loans at the Base Rate Reserve Percentagein effect from time to time.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 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 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 Designated 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 Designated 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 of specifying the event referred to in this Section 2.11(a), the amount sufficient to compensate such Lender as to the amount of such increased cost in reasonable detail and stating the basis upon of its calculations (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 provisionsshall be reasonable), submitted in good faith to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, Each Lender agrees to provide reasonably prompt notice to the Borrower shall not be required of the occurrence of any event referred to pay any amount under in the first sentence of this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage2.11(a).

Increased Costs. (a) If, after the date hereof, due to either any Change in Law: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the introduction of or FRB, but excluding any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency determination of the European Union or similar monetary or multinational authority (whether or not having the force of lawLIBO Rate pursuant to Section 3), which guideline or request (x) imposesspecial deposit, modifies or deems applicable any reservecompulsory loan, special deposit insurance charge or similar requirement against assets held byof, deposits with or for the account of of, or credit extended or participated in by Lender; (ii) subject any Lender Recipient to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loan, loan principal, letters of credit, commitments or other obligations, or its deposit reserves, other liabilities or capital attributable thereto; or (yiii) imposes shall impose on any Lender any other condition regarding affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i), (ii) and (iii) above is to increase the cost to (or to impose a cost on) Lender (or any LIBOR Office of Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by Lender (or its LIBOR Office) (whether of principal, interest or any other amount) under this Agreement (including any assessment or charge on or under its Note with respect to the Commitments or Advancesthereto, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any then upon demand by Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances, then such Lender demand shall so notify be accompanied by a statement setting forth 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 basis for such demand to and a calculation of the Designated Agentamount thereof in reasonable detail), Borrowers shall pay directly to the Designated Agent for the account of Lender such Lender additional amounts sufficient to amount as will compensate such Lender for such increased cost. A certificate of cost or such Lender reduction, so long as such amounts have accrued on or after the day which is nine months prior to the amount of date on which Lender first made demand therefor (except that, if the Change in Law giving rise to such increased cost in reasonable detail and stating costs or reductions is retroactive, then 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 nine-month period referred to the Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Lender, above shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding extended to include the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageperiod of retroactive effect thereof).

Increased Costs. (a) If, on or after the date hereof, due to either (i) the introduction of any Regulatory Change shall impose, modify, or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems deem applicable any reserve, special deposit deposit, compulsory loan, insurance or similar requirement against (other than any such requirement with respect to any Euro-Dollar Rate Loan to the extent included in the Euro-Dollar Reserve Requirement), against, or any fees or charges in respect of, assets held by, deposits with or other liabilities for the account of of, commitments of, advances or Loans by or other credit extended by by, any Lender Party (or (yits Applicable Lending Office) imposes or shall impose on any Lender Party (or its Applicable Lending Office) or on the relevant interbank market any other condition regarding this Agreement affecting any Euro-Dollar Rate Loan, or any obligation to make Euro-Dollar Rate Loans, and the effect of the foregoing is (including i) to increase the cost to such Lender Party (or its Applicable Lending Office) of making, issuing, renewing or maintaining any assessment Euro-Dollar Rate Loan or charge on its Revolving Commitment in respect thereof or (ii) to reduce the amount of any sum received or receivable by such Lender Party (or its Applicable Lending Office) hereunder or under any other Loan Document with respect to the Commitments or Advancesthereto, deposits or liabilities incurred to fund Advancesthen, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 timetime pay to such Lender Party, upon demand within 15 days after request by such Lender (with a copy of Party, such demand to the Designated Agent)additional amounts as are necessary, pay to the Designated Agent for the account of in such Lender additional amounts sufficient Party’s reasonable determination, to compensate such Lender Party for such increased cost. A certificate cost or reduction; provided, however, that if the Euro-Dollar Lending Office of any affected Lender is other than the affected Lender’s main office, before giving such notice, such affected Lender as agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Euro-Dollar Lending Office if such designation will avoid the amount of need for giving such increased cost in reasonable detail notice and stating the basis upon which such amount has been calculated and certifying that will not be otherwise materially disadvantageous to 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. The Borrower agrees to indemnify each Lender for its actual and documented losses (a) If, after the date hereof, 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 included in the Eurocurrency Rate Reserve Percentage) in Law or in the official interpretation of any law thereof or regulation or (ii) the compliance with any hereafter promulgated 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 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended costs are reasonably incurred by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 materialand are the result of (i) of such Lender agreeing to make or making, funding or maintaining Eurocurrency Eurodollar Rate Advances, then ; or (ii) any increase in the amount of capital required to be maintained by such Lender shall so notify or any corporation controlling such Lender, based upon the Borrower promptly after existence of such Lender's commitment to lend under this Agreement and other commitments of this type, to the extent that such Lender knows reasonably determines such increase in capital to be allocable to the existence of such increased cost Lender's commitment to lend 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 date of this Agreement, (B) any period or periods ending more than one hundred and determines that twenty (120) days prior to demand for indemnification being made or (C) any such cost 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 Lender is material and the organized or has its Applicable Lending Office or any political subdivision thereof. The Borrower shall from time to time, upon within thirty (30) days following demand by such Lender complying with Section 8.04(d) (with a copy of such demand to the Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagelosses.

Increased Costs. (a) IfIf the Agent or Lenders shall have determined that the adoption of any law, after the date hereofrule or regulation regarding capital adequacy, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in therein or in the interpretation of any law or regulation application thereof, or (ii) compliance by the compliance Agent or Lenders with any hereafter promulgated guideline request 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 directive regarding capital adequacy (whether or not having the force of law)) from any central bank or governmental authority enacted after the date hereof, does or shall have the effect of reducing the rate of return on such party’s capital as a consequence of its obligations hereunder to a level below that which guideline the Agent or request Lenders could have achieved but for such adoption, change or compliance (x) imposes, modifies taking into consideration the Agent’s or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or Lenders’ policies with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assetscapital adequacy) or capital attributable thereto), 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 Eurocurrency Rate Advancesby a material amount, 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 after submission by such Lender (with a copy of such demand the Agent or Lenders to the Designated Agent)Borrower of a written demand therefor (“Capital Adequacy Demand”) together with the certificate described below, the Borrower shall pay to the Designated Agent for or Lenders, as applicable, such additional amount or amounts (“Capital Adequacy Charge”) as will compensate the account of such Lender additional amounts sufficient to compensate such Lender Agent or Lenders for such increased costreduction, such Capital Adequacy Demand to be made with reasonable promptness following such determination. A certificate of the Agent or Lenders claiming entitlement to payment as set forth above shall be conclusive. Such certificate shall set forth the nature of the occurrence giving rise to such Lender as to reduction, the amount of such increased cost in reasonable detail the Capital Adequacy Charge to be paid to the Agent or Lenders, and stating the basis upon method by which such amount has been calculated and certifying that was determined. In determining 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoingamount, the Borrower shall not be required to pay Agent or Lenders may use any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagereasonable averaging and attribution method, applied on a non-discriminatory basis.

Increased Costs. (a) If, after the date hereof, 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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation or administration of any law applicable law, rule or regulation or (ii) the compliance with by any hereafter promulgated guideline or request from any governmental authority, central bank or other Governmental Authoritycomparable agency charged with the interpretation or administration thereof, including, without limitation, or compliance by any agency of the European Union Lender with any request or similar monetary or multinational authority directive (whether or not having the force of law)) of any such authority, which guideline central bank or request comparable agency: (xi) imposesshall impose, modifies modify or deems deem applicable any reservereserve (including any reserve imposed by the FRB, but excluding any reserve included in the determination of the Eurocurrency Rate pursuant to Section 4), special deposit or similar requirement against assets held byof, deposits with or for the account of of, or credit extended by any Lender Lender; or (yii) imposes shall impose on any Lender any other condition regarding affecting its Eurocurrency Rate Loans, its Note or its obligation to make Eurocurrency Rate 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 Eurocurrency Rate Office of such Lender) of making or maintaining any Eurocurrency Rate, or to reduce the amount of any sum received or receivable by such Lender (or its Eurocurrency Rate Office) under this Agreement (including any assessment or charge on or under its Note with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 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 which shall be furnished to the Designated Administrative Agent), the Company shall pay directly to the Designated Agent for the account of such Lender such additional amounts sufficient to amount as will compensate such Lender for such increased cost. A certificate of 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 as to the amount of such increased cost 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 first made 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagetherefor.

Increased Costs. (a) If, after the date hereof, due to either (i) the introduction of If any Change in Law shall: impose, modify or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems deem applicable any reserve, special deposit or similar requirement against assets held byof, deposits with or for the account of of, or credit extended by by, any Lender or Issuing Bank (y) imposes except any such reserve requirement reflected in the Eurocurrency Rate); impose on any Lender (including any Issuing Bank) or the London interbank market any other condition regarding affecting this Agreement or Eurocurrency Rate Loans or BA Rate Loans made by such Lender; or subject any Lender (including any assessment Issuing Bank) to any Taxes (other than Indemnified Taxes indemnifiable under Section 2.15 or charge Excluded Taxes) on its Loans, Letters of Credit, Commitments, or with respect to the Commitments other obligations, or Advancesits deposits, deposits or reserves, other liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto; and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Loan or the cost to an Issuing Bank of issuing or maintaining Letters of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), there then, following delivery of the certificate contemplated by paragraph (iii) of this clause (c), the applicable Borrower will pay to such Lender or Issuing Bank in accordance with clause (iii) below such additional amount or amounts as will compensate such Lender or Issuing Bank for such additional costs incurred or reduction suffered, as reasonably determined by such Lender or Issuing Bank (which determination shall be any increase in the cost (excluding any allocation of corporate overhead) to any Lender (which cost such Lender reasonably determines made in good faith is material(and not on an arbitrary or capricious basis)) of agreeing to make or making, funding or maintaining Eurocurrency 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 (in a manner consistent with a copy of such demand to the Designated Agent), pay to the Designated Agent for the account similarly situated borrowers of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate of such Lender or Issuing Bank as to the amount of such increased cost 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 whichapplicable, as a credit matter, are substantially under agreements having provisions similar to the Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage2.14.

Increased Costs. (a) If, after the date hereof, due to either (i) after the Effective Date, with respect to Term Loans, or the date of any Line of Credit Loan, with respect to such Extension of Credit, the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law)) made or issued after the Effective Date, which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to Term Loans, or the Commitments or Advancesdate of any Line of Credit Loan, deposits or liabilities incurred with respect to fund Advances, assets consisting such Extension of Advances (but not unrelated assets) or capital attributable thereto)Credit, 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 Eurocurrency 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 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated 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 hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

Increased Costs. (a) If, after the date hereof, due to either (i) the introduction after the date of this Agreement of or any change after the date of this Agreement (other than including any change by way of imposition or increase of reserve requirements included or assessments other than those referred to in the Eurocurrency Rate definition of "Eurodollar Reserve Percentage" contained in Section 1.1) in or in the interpretation of any law or regulation or (ii) the compliance with any hereafter promulgated guideline or request issued or made after the date of this Agreement from or by any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any in each case above other condition regarding this Agreement (including any assessment or charge on or with respect than those referred to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)in Section 2.17, 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 make, fund or maintain, or of making, funding or maintaining Eurocurrency maintaining, Eurodollar Rate AdvancesAdvances funded in the interbank Eurodollar market, 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Administrative Agent), pay to the Designated Administrative Agent for the account of such Lender additional amounts sufficient to compensate reimburse such Lender for all such increased costcosts (except those costs 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 efforts promptly to notify the Company 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 2.16(a) (except as otherwise expressly provided above in this Section 2.16(a)). A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Company and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding After one or more Lenders have notified the foregoingCompany of any increased costs pursuant to this Section 2.16, the Company may specify by notice to the Administrative Agent and the affected Lenders that, after the date of such notice whenever the election of Eurodollar Rate Advances by the applicable Borrower for an Interest Period or portion thereof would give rise to such increased costs, such election shall not apply to the Revolving Credit Advances of such Lenders during such Interest Period or portion thereof, and, in lieu thereof, such Revolving Credit Advances shall during such Interest Period or portion thereof be required Base Rate Advances. Each Lender agrees to pay use its best efforts (including a reasonable effort to change its lending office or to transfer its affected Advances to an affiliate of such Lender) to avoid, or minimize the amount of, any amount demand for payment from the Borrowers under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage2.16.

Increased Costs. (a) If, after the date hereof, 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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline ) made or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for issued after the account date of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Existing Credit Agreement, 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 Eurocurrency 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 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated 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 hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

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 included reflected in the Eurocurrency Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation Applicable Law or (ii) the compliance with any hereafter promulgated guideline or request from any central bank or other Governmental AuthorityAuthority charged with the administration, including, without limitation, any agency of the European Union enforcement or similar monetary or multinational authority interpretation thereof (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 (excluding each an "Affected Person") (or any allocation of corporate overhead) to corporation controlling the Lender or any Lender (which cost such Lender reasonably determines in good faith is materialSecondary Lender) of agreeing to make or making, funding or maintaining Eurocurrency Eurodollar Rate AdvancesAdvances to the Borrower, 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 the Lender or such Secondary Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and by the Designated Agent by Lender or such Secondary Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) If, after the date hereof, 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 included or imposition of a Reserve Percentage already referred to in the Eurocurrency Rate Reserve Percentagedefinition of LIBOR 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 hereafter promulgated guideline or request from any governmental 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)governmental authority, there shall be any an increase in the cost (excluding any allocation of corporate overhead) to Administrative Agent or any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate AdvancesLIBOR Loans, then such Lender shall so notify including without limitation changes which affect or would affect the Borrower promptly after such Lender knows amount of such increased cost and determines 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 cost is material and 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 Designated Administrative Agent), pay to the Designated 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 of such Lender as to the amount of such the increased cost 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, reason therefor submitted to Borrower by Administrative Agent, in the Borrower and the Designated Agent by such Lenderabsence of manifest error, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagepurposes.

Increased Costs. (a) If, after the date hereof, due to either (i) after the date of this Agreement the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline ) made or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for issued after the account date of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Agreement, 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 Eurocurrency 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 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated 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 hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

Increased Costs. (a) If, after the date hereof, 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 included in determining the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any the Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate Advancesany Loans at the Eurodollar Rate, 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 Designated Agent)Lender, pay to the Designated Agent for the account of such Lender additional amounts sufficient to compensate such the Lender for such increased cost. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and by the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding If the foregoingBorrower so notifies the Lender within five Business Days after the Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.10, the Borrower shall not be required to pay any amount under may either (A) prepay in full all Loans bearing interest at the 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 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 2.10, or (iiB) reserve requirements require the Lender 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, and additionally, reimburse the Lender for such increased cost in accordance with this Section 2.10, provided that are included in the Eurocurrency event that the election in (B) is made by the -------- ---- Borrower, the Lender's obligations to make Loans hereunder shall thereafter be deemed to be obligations to make Loans at the Base Rate Reserve Percentagein effect from time to time.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 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 Designated Administrative Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding 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 foregoingforce 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, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall not be required pay to pay any amount under this Section 2.11 relating the Administrative Agent for the account of such Lender, from time to (i) costs that are Excluded Taxes time as specified by such Lender, additional amounts sufficient to compensate such Lender or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included such corporation in the Eurocurrency Rate Reserve Percentagelight 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. A certificate 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 in or in the interpretation of any law or regulation (other than any change by way of imposition or increase of reserve requirements included in determining the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency any Eurodollar Rate AdvancesLoans (excluding for purposes of this Section 2.10 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 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 Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Such demand shall be accompanied by a statement of the amount of such compensation and include a summary of the basis for such demand. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding If the foregoingBorrower so notifies the Agent within five Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.10, the Borrower shall not be required to pay any amount under may either (A) prepay in full all Eurodollar Rate Loans, as the case may be, of such Lender then outstanding in accordance with Section 2.6(a) and, additionally, reimburse such Lender for such increased cost in accordance with this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 2.10 or (iiB) reserve requirements that are included convert all Eurodollar Rate Loans, as the case may be, of all Lenders then outstanding into Base Rate Loans in the Eurocurrency Rate Reserve Percentageaccordance with Section 2.7 and, additionally, reimburse such Lender for such increased cost in accordance with this Section 2.10.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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) Party of agreeing to make or making, funding or maintaining Eurocurrency 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 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 Party (with a copy of such demand to the Designated Paying Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding If the foregoingBorrower 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 not take all action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

Increased Costs. (a) If, after the date hereof, due to either any Change in Law: (i) shall impose, modify or deem applicable any reserve (including any reserve imposed by the introduction of or FRB, but excluding any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency determination of the European Union or similar monetary or multinational authority (whether or not having the force of lawLIBO Rate pursuant to Section 3), which guideline or request (x) imposesspecial deposit, modifies or deems applicable any reservecompulsory loan, special deposit insurance charge or similar requirement against assets held byof, deposits with or for the account of of, or credit extended or participated in by Lender; (ii) subject any Lender Recipient to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loan, loan principal, letters of credit, commitments or other obligations, or its deposit reserves, other liabilities or capital attributable thereto; or (yiii) imposes shall impose on any Lender any other condition regarding affecting its LIBOR Loans, its Note or its obligation to make LIBOR Loans; and the result of anything described in clauses (i), (ii) and (iii) above is to increase the cost to (or to impose a cost on) Lender (or any LIBOR Office of Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by Lender (or its LIBOR Office) (whether of principal, interest or any other amount) under this Agreement (including any assessment or charge on or under its Note with respect to the Commitments or Advancesthereto, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any then upon demand by Lender (which cost demand shall be accompanied by a statement setting forth the basis for such Lender reasonably determines demand and a calculation of the amount thereof in good faith is material) of agreeing to make or makingreasonable detail), funding or maintaining Eurocurrency 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 pay directly to time, upon demand by Lender such Lender (with a copy of such demand to the Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient to amount as will compensate such Lender for such increased cost. A certificate of cost or such Lender reduction, so long as such amounts have accrued on or after the day which is nine months prior to the amount of date on which Lender first made demand therefor (except that, if the Change in Law giving rise to such increased cost in reasonable detail and stating costs or reductions is retroactive, then 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 nine-month period referred to the Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Lender, above shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding extended to include the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageperiod of retroactive effect thereof).

Increased Costs. (a) If, after the date hereof, If due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation occurring or issued after the date hereof, any Agent, any Lender or other Investor, any Support Party, or any of their respective Affiliates (iieach an “Affected Person”) the determines that compliance with any hereafter promulgated 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 Official Body (whether or not having the force of law), which guideline ) affects or request (x) imposes, modifies would affect the amount of capital required or deems applicable any reserve, special deposit expected to be maintained by such Affected Person and such Affected Person determines that the amount of such capital is increased by or similar requirement against assets held by, deposits with based upon the existence of its obligations or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on commitments hereunder or with respect hereto or to the Commitments funding thereof and other obligations or Advances, deposits or liabilities incurred to fund Advances, assets consisting commitments of Advances the same type (but not unrelated assets) or capital attributable thereto), there shall be other than any increase in the cost (excluding any allocation of corporate overheadresulting solely from a consolidation event described in Section 3.3(b) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances, then such Lender shall so notify but only if the Borrower promptly after is liable for the payment of the increased rate of interest under such Lender knows of such increased cost and determines that such cost is material and the Borrower shall from time to timeSection 3.3(b)), then, upon demand by such Lender Affected Person (with a copy of such demand to the Designated Administrative/Collateral Agent) (which demand shall be accompanied by a statement setting forth the basis for the calculations of the amount being claimed), the Borrower agrees to pay to the Designated Agent Administrative/Collateral Agent, for the account of such Lender Affected Person (as a third-party beneficiary), on the Distribution Date following the date on which such Affected Person provides notice of such event to the Borrower and the Servicer (provided that such notice is delivered on or prior to the third Business Day prior to such Distribution Date and otherwise on the Distribution Date following such Distribution Date), subject to and in accordance with the priorities set forth in Section 9.5(a), additional amounts sufficient to compensate such Lender for such increased cost. A certificate Affected Person in the light of such Lender as circumstances, to the amount extent that such Affected Person reasonably determines such increase in capital to be allocable to the existence of any of such increased cost obligations, commitments or fundings. Such written statement shall, in the absence of manifest error, be rebuttably presumptive evidence of the subject matter thereof. Any Affected Person claiming any additional amounts payable pursuant to this Section 6.1 agrees to use reasonable detail efforts (consistent with legal 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 regulatory restrictions) to designate a different office or branch of such costs hereunder is not inconsistent with Affected Person as its treatment lending office or take such other actions if the making of such a designation or taking of such other borrowers whichactions would avoid the need for, as a credit matteror reduce the amount of, are substantially similar to the Borrower any such additional amounts and which are subject to similar provisionswould not, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagereasonable judgment of such Affected Person, be otherwise disadvantageous to such Affected Person.

Increased Costs. (a) IfIf any Change in Law shall impose, after the date hereof, due to either (i) the introduction of modify or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems deem applicable any reserve, special deposit or similar requirement (including, without limitation, any such requirement imposed by the Board of Governors of the Federal Reserve System but excluding with respect to any Eurodollar Ratable Advance any such requirement included in an applicable Statutory Reserve Rate) against assets held byof, deposits with or for the account of of, or credit extended by by, any Lender (or (yits Lending Installation) imposes or Issuing Bank, shall impose on any Lender (or its Lending Installation), Issuing Bank or the Administrative Agent or on the London interbank market any other condition regarding this Agreement (including any assessment other than Taxes) affecting its Eurodollar Ratable Advances or charge on or with respect its obligation to the Commitments or make Eurodollar Ratable Advances, deposits or shall subject such Lender or Issuing Bank to any Taxes (other than Indemnified Taxes and Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto, and the result of any of the foregoing is to increase the cost to such Lender (or its Lending Installation) or Issuing Bank of making or maintaining any Eurodollar Ratable Advance, or to reduce the amount of any sum received or receivable by such Lender (or its Lending Installation), there shall Issuing Bank or the Administrative Agent under this Agreement or under its Note with respect thereto by an amount deemed by such Lender, Issuing Bank or the Administrative Agent to 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 Eurocurrency Rate Advancesthen, then such Lender shall so notify the Borrower promptly within 30 days 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 Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoingor Issuing Bank, the Borrower shall not pay to such Lender or Issuing Bank such additional amount or amounts as will compensate such Lender or Issuing Bank for such increased cost or reduction; provided, however, that at such time such Lender or Issuing Bank shall be required generally assessing such amounts on a non-discriminatory basis against borrowers under agreements having provisions similar to pay any amount under this Agreement. For the avoidance of doubt, this Section 2.11 relating 3.1 shall not apply to (i) costs that are Excluded Indemnified Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve PercentageExcluded Taxes.

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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of If a Lender reasonably determines that compliance with any law or regulation or (ii) the compliance with any hereafter promulgated guideline or request from any central bank or other Governmental Authority, including, without limitation, any agency of the European Union governmental or similar monetary or multinational authority in regard to capital adequacy (whether or not having the force of law)) 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 (x) imposesbecame effective or was made after the date hereof, modifies has or deems applicable any reservewould have the effect of reducing the rate of return on the capital of, special deposit or similar requirement against assets held maintained by, deposits with or for the account of or credit extended by any 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 or any corporation controlling such Lender could have achieved but for such adoption, effectiveness, change or compliance (y) imposes on any Lender any other condition regarding this Agreement (including any assessment taking into account such Lender’s or charge on or such corporation’s policies with respect to capital adequacy) then the Commitments or AdvancesBorrowers shall, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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, pay such Lender, 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 Designated Agent)reduction in return, pay to the Designated Agent for the account of such additional amount as may be specified by such Lender additional amounts as being sufficient to compensate such Lender for such increased costreduction in return, to the extent that such Lender reasonably determines such reduction to be attributable to the existence of such Lxxxxx’s commitment to lend hereunder; provided that if such Lender fails to so notify the Borrowers within such 60-day period, such amounts shall commence accruing on such later date on which such Lender notifies the Borrowers. A certificate of such Lender as to the amount of such increased cost 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, amounts submitted to the Borrower and the Designated Agent Borrowers by such Lender, a Lender shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) If, after If the date hereof, due to either (i) the introduction adoption of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation or in the interpretation thereof after the date hereof by any court or administrative or Governmental Authority charged with the administration thereof shall either (iii) the compliance with any hereafter promulgated guideline impose, modify 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), which guideline or request (x) imposes, modifies or deems deem applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for Australian Letters of Credit issued by the account of or credit extended by any Australian Issuing Lender or participated in by the Lenders or (yii) imposes impose on any Australian Dollar Lender any other condition regarding this Agreement any Australian Letter of Credit, and the result of any event referred to in clauses (including any assessment i) or charge on or with respect (ii) above shall be to increase the cost to the Commitments Australian Issuing Lender or Advancesany Australian Dollar Lender of issuing or maintaining such Australian Letter of Credit (or its participation therein, deposits as the case may be) (which increase in cost shall be the result of the Australian Issuing Lender’s or liabilities incurred to fund Advances, assets consisting such Lender’s reasonable allocation of Advances (but not unrelated assets) or capital attributable theretothe aggregate of such cost increases resulting from such events), 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 Eurocurrency 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 timethen, upon demand by notice to it from the Australian Issuing Lender or such Lender (with a copy to the Australian Administrative Agent) certifying that (x) one of the events herein above described has occurred and the nature of such demand to event, (y) the Designated Agent)increased cost or reduced amount resulting from such event and (z) the additional amounts demanded by the Australian Issuing Lender or such Lender, as the case may be, and a reasonably detailed explanation of the calculation thereof, the relevant Australian Subsidiary Borrower shall promptly pay to such Australian Issuing Lender or such Lender, as the Designated case may be, from time to time as specified by the Australian Administrative Agent for the account of or such Lender Australian Dollar Lender, additional amounts which shall be sufficient to compensate such Australian Issuing Lender or such Australian Dollar Lender for such increased cost, together with interest on each such amount from the date demanded until payment in full thereof at the rate provided in subsection 3.3. A certificate of such Lender as to the fact and amount of such increased cost in reasonable detail and stating incurred by the basis upon which Australian Issuing Lender or 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, Australian Dollar Lender as a credit matter, are substantially similar to the Borrower and which are subject to similar provisionsresult of any event mentioned in clauses (i) or (ii) above, submitted by the Australian Issuing Lender or such Lender to the Borrower and the Designated Agent by such LenderAustralian Subsidiary Borrower, shall be conclusive and binding for all purposes hereofconclusive, absent manifest error. Notwithstanding Failure or delay on the foregoing, part of any Australian Dollar Issuing Lender or Australian Dollar Lender to demand compensation pursuant to this subsection 3.7 shall not constitute a waiver of such Australian Dollar Lender’s right to demand such compensation; provided that the Australian Subsidiary Borrower shall not be required to pay compensate any amount under Australian Dollar Lender pursuant to this Section 2.11 relating subsection 3.7 for any increased costs or reductions incurred more than 180 days prior to (i) the date that such Australian Dollar Lender notifies the Australian Subsidiary Borrower of the change in any Requirement of Law giving rise to such increased costs that are Excluded Taxes or are subject reductions and of such Australian Dollar Lender’s intention to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageclaim compensation 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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate AdvancesLoans (or, in the case of any change in or in the interpretation of any law or regulations with respect to taxes, any Loans) 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, Excluded 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 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 applicable Borrower shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding anything herein to the foregoingcontrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Borrower 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 not in each case be required deemed to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes be a “change in law”, regardless of the date enacted, adopted or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageissued.

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 included in the Eurocurrency 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 hereafter promulgated directive, 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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, to purchase or purchasing, funding or maintaining Eurocurrency Eurodollar Rate AdvancesAdvances or agreeing to issue or of issuing or maintaining or participating in Letters of Credit, 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 Advances or Letters of Credit, as the case may be (including for purposes of this Section 2.11 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 2.14), then such Lender shall so notify the Borrower promptly after such Lender knows of such increased cost Borrowers jointly and determines that such cost is material and the Borrower shall 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 Designated 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 2.11(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 Designated 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 of such Lender as to the amount of such increased cost or reduced amount or return in reasonable detail and stating (including 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 provisionscalculation thereof), submitted to the Borrower Borrowers and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

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 requirements, in the case of Adjusted CD Rate Advances, included in the Eurocurrency definition of Adjusted CD Rate or, 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Adjusted CD Rate Advances or 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 Designated Agent), pay to the Designated 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 cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error, provided that the determination thereof shall have been made by such Lender in good faith. Notwithstanding (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 foregoingforce 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, then, upon demand by such Lender (with a copy of such demand to the Agent), the Borrower shall not immediately pay to the 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 required allocable to pay any amount under this Section 2.11 relating the existence of such Lender's Commitment. A certificate as to such amounts submitted to the Borrower and the Agent by such 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. (ic) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 Notwithstanding the provisions of subsections (a) or (ii) reserve requirements b), above, to the contrary, no Lender shall be entitled to demand compensation or be compensated thereunder to the extent that are included in such compensation relates to any period of time more than 60 days prior to the Eurocurrency Rate Reserve Percentagedate 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). SECTION 2.14.

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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law law, rule, regulation or regulation treaty or (ii) the compliance with any hereafter promulgated 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 governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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) 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 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 Designated Agent), pay to the Designated 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, 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) IfIf any Lender reasonably determines that as a result of the introduction of or any Change in Law or a change in the interpretation of any Law with which such Lender is required to comply, in each case, 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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Rate Advancesany Loan (other than an ABR Loan) or issuing or participating in Letters of Credit, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this Section 2.16(a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes covered by Section 2.18, (ii) the imposition of, or any change in the rate of, any Taxes imposed on or measured by net income (including branch profits) and franchise (and similar) Taxes imposed in lieu of net income taxes payable by such Lender, (iii) any U.S. withholding tax imposed pursuant to Sections 1471 through 1474 of the Code or any Treasury regulations promulgated thereunder or (iv) reserve requirements contemplated by Section 2.16(c)), 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 time within ten Business Days after written demand by such Lender setting forth in reasonable detail such increased costs (with a copy of such demand to the Designated AgentAdministrative Agent given in accordance with Section 2.19), the Borrower shall pay to the Designated Agent for the account of such Lender such additional amounts sufficient to compensate as will reimburse such Lender for such increased cost. A certificate of such Lender as cost or reduction; provided that it shall be a condition to the amount of such increased cost in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender’s method exercise of allocating such costs is fair and reasonable and its rights under this Section 2.16 that such Lender’s demand for payment of such costs hereunder Lender generally be exercising similar rights under similar financing arrangements with respect to similarly situated borrowers. At any time when any Eurodollar Rate Loan is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to affected by the Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoingcircumstances described in this Section 2.16(a), the Borrower shall not be required to pay any amount under this Section 2.11 relating to may either (i) costs if the affected Eurodollar Rate Loan is then being made pursuant to a Borrowing, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that are Excluded Taxes or are subject to indemnification under Section 2.14 the Borrower receives any such demand from such Lender or (ii) reserve if the affected Eurodollar Rate Loan is then outstanding, require the affected Lender to convert such Eurodollar Rate Loan into an ABR Loan, subject to the requirements that are included in of Section 2.17 to the Eurocurrency Rate Reserve Percentageextent applicable.

Increased Costs. (a) If, after the date hereof, 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 included in the Eurocurrency Rate Reserve Percentagerequirements) in or in the interpretation Interpretation of any law or regulation or (ii) the compliance with imposition of any hereafter promulgated guideline or request from any central bank or other Governmental Authority, including, without limitation, any agency of Authority after the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)date hereof, there shall be any an increase in the cost (excluding any allocation to an Affected Party 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 Eurocurrency Rate Advancesany investment in the Certificates or any interest therein or of agreeing to purchase or invest in the Certificates or any interest therein, then as the case may be (other than by reason of any Interpretation of or change in laws or regulations relating to Taxes or Excluded Taxes), such Lender Affected Party shall so notify promptly submit to the Borrower promptly after such Lender knows Transferor, the Servicer and the Administrative Agent a certificate setting forth in reasonable detail, the calculation of such increased cost and determines that such cost is material and the Borrower shall from time to time, upon demand costs incurred by such Lender Affected Party. In determining such amount, such Affected Party may use any reasonable averaging and attribution methods, consistent with the averaging and attribution methods generally used by such Affected Party in determining amounts of this type. The amount of increased costs set forth in such certificate (with a copy which certificate shall, in the absence of manifest error, be prima facie evidence as to such demand amount) shall be included in the Additional Amounts for (i) the first full Interest Period immediately succeeding the date on which the certificate specifying the amount owing was delivered and (ii) to the Designated Agentextent remaining outstanding, each Interest Period thereafter until paid in full. The Administrative Agent shall, out of amounts received by it (as contemplated in Section 9.01(b)) in respect of the Additional Amounts on any Distribution Date (as contemplated in Section 9.01(b)), pay to each Affected Party, any increased costs due pursuant to this Section; provided, however, that if the Designated Agent amount distributable in respect of the Additional Amounts on any Distribution Date is less than the aggregate amount payable to all Affected Parties pursuant to Sections 2.07, 2.08 and 2.09 for the account corresponding Interest Period, the resulting shortfall shall be allocated among such Affected Parties on a pro rata basis (determined by the amount owed to each). Failure on the part of any Affected Party to demand compensation for any amount pursuant to this Section for any period shall not constitute a waiver of such Lender additional amounts sufficient Affected Party's right to compensate such Lender demand compensation for such increased cost. A certificate of period; provided, however, that no Affected Party shall be entitled to compensation for any such Lender as amount relating to any period ending more than six months prior to the amount of such increased cost in reasonable detail and stating the basis upon which such amount has been calculated and certifying date 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 whichAffected Party notifies the Transferor, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisions, submitted to the Borrower Servicer and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagewriting thereof.

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 included in the Eurocurrency 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, 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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, continuing, converting to, funding or maintaining Eurocurrency 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 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 shall, from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding Such certificate shall be in reasonable detail and shall certify that the foregoingclaim 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, the Borrower but such Lender shall not be required to pay disclose any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes confidential or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageproprietary information therein.

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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law law, rule, regulation or regulation treaty or (ii) the compliance with any hereafter promulgated 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 governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 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 Designated Administrative Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) If, 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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 Designated Administrative Agent), pay to the Designated 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 cost in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender’s 's method of allocating such costs is fair and reasonable and that such Lender’s '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 Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate AdvancesLoans (or, in the case of any change in or in the interpretation of any law or regulations with respect to taxes, any Loans) 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, Excluded 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 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 Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding anything herein to the foregoingcontrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International settlements, the Borrower 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 not in each case be required deemed to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes be a “change in law”, regardless of the date enacted, adopted or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageissued.

Increased Costs. (a) If, after The Borrower agrees to indemnify each Lender for its actual and documented increased costs that are the date hereof, due to either (i) the introduction result of or any a change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in Law or in the official interpretation of any law thereof or regulation or (ii) the compliance with any hereafter promulgated 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 governmental authority having jurisdiction over such Lender (whether or not having the force of law)) adopted or made (i) in the 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 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 guideline or request costs are reasonably incurred by such Lender and are the result of (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate AdvancesAdvances or, then unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, LIBO Rate Advances or (y) any increase in the amount of capital required to be maintained by such Lender shall so notify or any corporation controlling such Lender, based upon the Borrower promptly after existence of such Lender's commitment to lend hereunder and other commitments of this type, to the extent that such Lender knows reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend 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 applicable date set forth above, (B) any period or periods ending more than 120 days prior to demand for indemnification being made or (C) any such increased cost and determines that 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 cost Lender is material and the organized or has its Applicable Lending Office or any political subdivision thereof. The Borrower shall from time to time, upon within 30 days following demand by such Lender complying with Section 8.04(d) (with a copy of such demand to the Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagecosts.

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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance with any hereafter promulgated guideline or request from issued or made after the date hereof by any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority having jurisdiction over a Lender (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.10 any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.13 shall govern) 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 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 within five days after written demand by such Lender together with a calculation of the amount demanded in reasonable detail (with a copy of such demand to the Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate ; provided, however, that the Borrower shall not be liable under this Section 2.10(a) for the payment of any such amounts incurred or accrued more than 90 days prior to the date on which notice of the event or occurrence giving rise to the obligation to make such payment is given to the Borrower hereunder; provided, further, that if the event or occurrence giving rise to such obligation is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof; provided further that (1) if the Borrower objects in good faith to any payment demanded under this Section 2.10(a) on or before the date such payment is due, then the Borrower and the Lender demanding such payment shall enter into discussions to review the amount due and the Borrower’s obligation to pay such amount to such Lender as to shall be deferred for 30 days after the amount of such increased cost 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 original 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 and (2) if the Borrower and which are subject such Lender do not otherwise reach agreement on the amount due during such 30 day period, the Borrower shall pay to similar provisionssuch Lender at the end of such 30 day period the amount certified by such Lender to be due. Subject to the last proviso in the preceding sentence, a certificate as to such amounts submitted to the Borrower and the Designated Agent by such Lender, any Lender shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, If any Lender shall request any payment from the Borrower shall not be required to pay any amount under this Section 2.11 relating 2.10(a) in respect of any increased costs, such Lender agrees, upon request by the Borrower, to use reasonable efforts (iconsistent with its internal policy and legal and regulatory restrictions) to designate a different Eurodollar Lending Office if the making of such a designation would avoid or reduce any such increased costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included and would not, in the Eurocurrency Rate Reserve Percentagejudgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs. (a) If, after the date hereof, due to either (ia) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in after the Eurocurrency Rate Reserve Percentage) date hereof in or in the interpretation of any law or regulation or (iib) the compliance with any hereafter promulgated guideline or request promulgated after the date hereof from any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in (i) 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 Eurocurrency 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 such Lender shall so notify the Borrower promptly after such Lender knows of such increased cost Borrowers jointly and determines that such cost is material and the Borrower shall 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 Designated Administrative Agent), to pay to the Designated 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 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 Lender as to a designation would avoid the need for, or reduce the amount of of, such increased cost or such increase of capital and would not, in the reasonable detail judgment of such Lender, be otherwise disadvantageous to such Lender; and stating provided, further, that the basis upon 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 or such increase of capital as shall accrue from and after the 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 such amount has been calculated and certifying are reasonable, provided that such Lender’s method determination 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 Designated Agent by such Lender, compensation owing under this Section 2.10 shall be conclusive and binding for all purposes hereofbinding, absent manifest error. 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 foregoingcontrary, the either Borrower shall not be required have the right to pay unilaterally terminate the Commitment of any amount Lender demanding additional amounts under this Section 2.11 relating 2.10 sixty (60) days after providing to (i) costs such Lender a notice of termination; provided that are Excluded such termination shall not result in a reduction in amounts required to be 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 Borrower to such Lender under this Agreement. Notwithstanding any provision of this Agreement to the contrary, Section 2.13 shall provide the exclusive remedy to the Lenders in respect of Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageand Other Taxes.

Increased Costs. (a) If, after the date hereof, due to either (i) If at any time any Lender or Tranche B Investor 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 included in determining the Eurocurrency Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender or Tranche B Investor with any hereafter promulgated guideline guideline, request or request directive from any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for shall have the account effect of or credit extended by any increasing the cost to such Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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) Tranche B Investor of agreeing to make or making, funding or maintaining Eurocurrency any Eurodollar Rate AdvancesLoan or agreeing to make or making, funding, maintaining or receiving any Credit-Linked Deposit, 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 or Tranche B Investor (with a copy of such demand to the Designated AgentAdministrative Agent and the Fronting Lender), pay to the Designated Administrative Agent for the account of such Lender or, in the case of a Tranche B Investor, for the account of the Fronting Lender, additional amounts sufficient to compensate such Lender or Tranche B Investor for such increased cost. A certificate of such Lender as to the amount of such increased cost 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 shall be, together with its treatment of other borrowers which, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisionssupporting documents, submitted to the Borrower and the Designated Administrative Agent (and, in the case of a Tranche B Investor, to the Fronting Lender) by such Lender, Lender or Tranche B Investor and shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, except to the extent, if any, the change (or compliance) referred to in such certificate shall be retroactive, the Borrower shall not be required to compensate a Lender or Tranche B Investor pursuant to this clause (c) for any increased costs or reduction incurred more than 180 days prior to the date of such certificate. The Borrower shall pay such Lender or Tranche B Investor the amount shown as due on any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in such certificate within 30 days after its receipt of the Eurocurrency Rate Reserve Percentagesame.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline in each case announced after the date hereof or request the date a Lender becomes a party hereto pursuant to an Assignment and Assumption, as applicable (x) imposes, modifies or deems applicable provided that any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any such Lender or (y) imposes on any Lender any other condition regarding assignee shall be entitled to compensation under this Agreement (including any assessment or charge on or with respect Section to the Commitments or Advances, deposits or liabilities incurred same extent that the Lender assigning such interest was entitled to fund Advances, assets consisting claim as of Advances (but not unrelated assets) or capital attributable theretothe date of such assignment), 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 Eurocurrency 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 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 Designated Agent), pay to the Designated 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 setting forth in reasonable detail the reasons for and amount (including the calculation) of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding ; 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 foregoingmaking of such a designation would avoid the need for, or reduce the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included of, such increased cost and would not, in the Eurocurrency Rate Reserve Percentagereasonable judgment of such Lender, be otherwise disadvantageous to such Lender.

Increased Costs. (a) If, after The Borrower agrees to indemnify each Lender for its actual and documented increased costs that are the date hereof, due to either (i) the introduction result of or any a change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in Law or in the official interpretation of any law thereof or regulation or (ii) the compliance with any hereafter promulgated 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 governmental authority having jurisdiction over such Lender (whether or not having the force of law)) adopted or made (i) in the case of the Initial Lender, 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 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 guideline or request costs are reasonably incurred by such Lender and are the result of (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Eurodollar Rate AdvancesAdvances or, then unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, LIBO Rate Advances or (y) any increase in the amount of capital required to be maintained by such Lender shall so notify or any corporation controlling such Lender, based upon the Borrower promptly after existence of such Lender's commitment to lend hereunder and other commitments of this type, to the extent that such Lender knows reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend 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 applicable date set forth above, (B) any period or periods ending more than 120 days prior to demand for indemnification being made or (C) any such increased cost and determines that 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 cost Lender is material and the organized or has its Applicable Lending Office or any political subdivision thereof). The Borrower shall from time to time, upon within 30 days following demand by such Lender complying with Section 8.04(d) (with a copy of such demand to the Designated Agent), pay to the Designated 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 cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagecosts.

Increased Costs. If at any time a Lender or Issuing Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to the making, continuing or converting, the commitment to make or the maintaining of any Eurodollar Loan or the issuance, the commitment to issue or the maintaining of any Letter of Credit or any participation therein, including subjecting any Lender to any taxes (aother than Taxes, Other Taxes and the excluded taxes described in the definition of Taxes) Ifon its loans, after the date hereofloan principal, due to either letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, because of (i) the introduction of or any change since the date of this Credit Agreement in any applicable law, governmental rule, regulation, guideline or order (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation or administration thereof and including the introduction of any new law or regulation or (ii) the compliance with any hereafter promulgated governmental rule, regulation, guideline or request from any central bank or other Governmental Authority, such order) including, without limitation, the imposition, modification or deemed applicability of any agency reserves, deposits, liquidity or similar requirements (such as, for example, but not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (xAdjusted Eurodollar Rate) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (yii) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to circumstances affecting the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Rate Advances, London interbank Eurodollar market; 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 pay to time, upon demand by such Lender or Issuing Lender promptly upon written demand therefor, such additional amounts (with in the form of an increased rate of, or a copy different method of such demand to the Designated Agent)calculating, pay to the Designated Agent for the account of interest or otherwise as such Lender additional amounts sufficient or Issuing Lender may determine in its sole discretion) as may be required to compensate such Lender or Issuing Lender for such increased costcosts or reductions in amounts receivable hereunder. A certificate of such Each determination and calculation made by a Lender as to the amount of such increased cost 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 Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofor Issuing Lender under this Section 4.1 shall, absent manifest error, be binding and conclusive on the parties hereto. Notwithstanding anything herein to the foregoingcontrary, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or are subject any successor or similar authority) or by United States or foreign regulatory authorities, in each case pursuant to indemnification under Section 2.14 or Basel III, and (ii) reserve the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements that are included and directives thereunder or issued in connection therewith or in implementation thereof, shall in each case be deemed to be a change in law, regardless of the Eurocurrency Rate Reserve Percentagedate enacted, adopted, issued or implemented.

Increased Costs. (a) If, after the date hereof, due to either (i) the introduction after the date of this Agreement of or any change after the date of this Agreement (other than including any change by 36 31 way of imposition or increase of reserve requirements included or assessments other than those referred to in the Eurocurrency Rate definition of "Eurodollar Reserve Percentage," "C/D Reserve Percentage" or "C/D Assessment Rate" contained in Section 1.1) in or in the interpretation of any law or regulation or (ii) the compliance with any hereafter promulgated guideline or request issued or made after the date of this Agreement from or by any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any in each case above other condition regarding this Agreement (including any assessment or charge on or with respect than those referred to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)in Section 2.17, 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 make, fund or maintain, or of making, funding or maintaining Eurocurrency maintaining, Eurodollar Rate AdvancesAdvances funded in the interbank Eurodollar market, 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Administrative Agent), pay to the Designated Administrative Agent for the account of such Lender additional amounts sufficient to compensate reimburse such Lender for all such increased costcosts (except those costs 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 efforts promptly to notify the Company 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 2.16(a) (except as otherwise expressly provided above in this Section 2.16(a)). A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Company and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding After one or more Lenders have notified the foregoingCompany of any increased costs pursuant to this Section 2.16, the Company may specify by notice to the Administrative Agent and the affected Lenders that, after the date of such notice whenever the election of Eurodollar Rate Advances by the applicable Borrower for an Interest Period or portion thereof would give rise to such increased costs, such election shall not apply to the Revolving Credit Advances of such Lenders during such Interest Period or portion thereof, and, in lieu thereof, such Revolving Credit Advances shall during such Interest Period or portion thereof be required Base Rate Advances. Each Lender agrees to pay use its best efforts (including, without limitation, a reasonable effort to change its lending office or to transfer its affected Advances to an affiliate of such Lender) to avoid, or minimize the amount of, any amount demand for payment from the Borrowers under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage2.16.

Increased Costs. (a) If, If at any time any Lender shall determine that because of the introduction after the date hereof, due to either (i) the introduction Closing Date of or any change after the Closing Date 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 included in determining the Eurocurrency Rate Reserve PercentageLIBO Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any hereafter guideline, request or directive promulgated guideline or request from given after the Closing Date 56 by or on behalf of any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency any LIBO Rate AdvancesDollar Loans or Euro Loans, 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 Designated Administrative Agent), pay to the Designated Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; PROVIDED, HOWEVER, that the Borrower shall not be required to compensate a Lender pursuant to this paragraph for any amounts incurred more than 270 days prior to the date that such Lender initially notifies the Borrower of such Lender's intention to claim compensation therefor; and PROVIDED, FURTHER, that, if the circumstances giving rise to such claim have a retroactive effect, then such 270 day period shall be extended to include the period of such retroactive effect. A certificate of such Lender as to the amount of such increased cost and setting forth 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 the calculation 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 provisionscost, submitted to the Borrower and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) If, 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 included in the Eurocurrency 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 Authoritygovernmental authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request either (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against letters of credit or guarantees issued by, or assets held by, by or deposits with in or for the account of or credit extended by of, any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including or any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)collateral thereon, 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 Eurocurrency 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 Designated Administrative Agent), pay to the Designated 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 cost in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender’s 's method of allocating such costs is fair and reasonable and that such Lender’s '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 Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) If, after the date hereofClosing 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 included in the Eurocurrency 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 compliance by Agent or the Lenders (iior their Affiliates) the compliance with any hereafter promulgated guideline request, guideline, or request from any central bank or other Governmental Authority, including, without limitation, any agency directive (irrespective of the European Union or similar monetary or multinational authority (whether or not having the force of law) of any Governmental Authority (each of the foregoing in this clause (a), which guideline a “Regulatory Change”) shall impose, modify, or request (x) imposes, modifies or deems deem applicable any reserve, special deposit 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 held byAssets of, deposits with with, or for the account of of, or credit extended by any Lender by, Agent or the Lenders (yor their Affiliates) imposes or shall impose on any Lender Agent or the Lenders (or their Affiliates) or the interbank eurodollar market any other condition regarding this Agreement (including any assessment affecting its LIBOR Rate Loans or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 its obligation to make LIBOR Rate Loans, then, Agent may or makingsuch Lender, funding or maintaining Eurocurrency Rate Advancesby written notice given to Borrower, then such Lender shall so notify the require 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 Designated Agent), pay to the Designated Agent for the account of Lender Group such Lender additional amounts sufficient to as shall compensate such the Lender Group for any such increased cost. A certificate of , reduction, loss, or expense actually incurred by the Lender Group in connection with the Loans; provided that Borrower shall not be required to compensate Agent or such Lender as pursuant to this Section 2.12 for any increased costs incurred or reductions incurred more than nine months prior to the amount date that Agent or such Lender notifies Borrower of the Regulatory Change giving rise to such increased cost in reasonable detail costs or reductions, and stating the basis upon which such amount has been calculated and certifying that of Agent’s or such Lender’s method intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of allocating retroactive effect thereof). Any such costs is fair request for compensation by Agent under this Section 2.12 shall set forth the basis of calculation thereof and reasonable and that such Lender’s demand for payment shall, in the absence of such costs hereunder is not inconsistent with its treatment of other borrowers whichmanifest error, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagepurposes.

Increased Costs. (a) If, If after the date hereof, due to either (i) the introduction adoption of any Applicable Law, or any change in any Applicable Law (other than any change by way of imposition or increase of reserve requirements included in changes that are effective after the Eurocurrency Rate Reserve Percentage) in or in Agreement Date but result from the interpretation adoption of any law Applicable Law prior to the Agreement Date), or regulation any interpretation or (ii) the compliance with change in interpretation or administration thereof by any hereafter promulgated guideline or request from any governmental authority, central bank or other Governmental Authority, including, without limitation, comparable agency charged with the interpretation or administration thereof or compliance by any agency of the European Union or similar monetary or multinational authority Lender with any directive (whether or not having the force of law) of any such authority, central bank or comparable agency shall impose, modify or deem applicable any reserve (including, without limitation, any imposed by the Board of Governors of the Federal Reserve System, but excluding any included in an applicable Eurodollar Reserve Percentage), which guideline special deposit, capital adequacy, assessment or request (x) imposes, modifies other requirement or deems applicable any reserve, special deposit or similar requirement condition against assets held byof, deposits with or for the account of of, or commitments or credit extended by by, any Lender or (y) imposes shall impose on any Lender or the London interbank borrowing market any other condition regarding affecting its obligation to make its portion of such LIBOR Advances or its portion of existing Advances; 84 and the result of any of the foregoing is to increase the cost to such Lender of making or maintaining any of its portion of LIBOR Advances, or to reduce the amount of any sum received or receivable by such Lender under this Agreement (including any assessment or charge on or under its Note with respect to the Commitments or Advancesthereto, deposits or liabilities incurred to fund Advancesthen, assets consisting of Advances within ten (but not unrelated assets10) or capital attributable thereto), 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 Eurocurrency Rate Advances, then such Lender shall so notify the Borrower promptly days 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 Lender, the Borrower agrees to the Designated Agent), pay to the Designated Agent for the account of such Lender such additional amount or amounts sufficient to as will compensate such Lender for such increased costcosts. A certificate of such Each Lender as to the amount of such increased cost 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 will promptly notify the Borrower and the Designated Administrative Agent by of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender to compensation pursuant to this Section 10.3 and will designate a different lending office if such designation will avoid the need for, or reduce the amount of, such compensation and will not, in the sole reasonable judgment of such Lender made in good faith, be otherwise disadvantageous to such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

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 included a Change in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)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 Eurocurrency Eurodollar Rate AdvancesAdvances (excluding for purposes of this Section 2.09 any such increased costs resulting from (i) Indemnified Taxes or Other Taxes (as to which Section 2.12 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 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 2.09(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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding If any Borrower so notifies the foregoingAgent after any Lender notifies the Borrowers of any increased cost pursuant to the foregoing provisions of this Section 2.09(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 Borrower terms of Section 9.07 (and the Lender being so replaced shall not take all action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

Increased Costs. (a) If, after the date hereof, due to either (i) If at any time any Lender shall determine 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 included in determining the Eurocurrency Rate Reserve PercentageEurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any hereafter promulgated guideline guideline, request or request directive from any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency any Eurodollar Rate AdvancesLoans, 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Administrative Agent), pay to the Designated 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 cost 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 whichcost, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisions, Credit Agreement EXIDE TECHNOLOGIES submitted to the Borrower Borrowers and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. If any Lender becomes entitled to claim any additional amounts pursuant to this Section 2.14(c) (Increased Costs), such certificate shall certify that that it is generally charging such other costs to other similarly situated borrowers. Notwithstanding the foregoing, to the Borrower extent such certificate is given by such Lender more than one hundred eighty (180) days after it has knowledge (or should have had knowledge) of the occurrence of the event giving rise to the incurrence of such increased costs, such Lender shall not be required entitled to pay any amount under this Section 2.11 relating compensation for such increased costs incurred or accruing more than one hundred eighty (180) days prior to (i) costs that are Excluded Taxes or are subject the delivery of such certificate to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve PercentageBorrowers.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for issued after the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)date hereof, there shall be any increase in the cost (excluding any allocation of corporate overhead) to any Refinancing Lender (which cost such Lender reasonably determines in good faith is material) Party of agreeing to make or of making, funding or maintaining Eurocurrency Eurodollar Rate AdvancesAdvances or of agreeing to Issue or assume or of Issuing or maintaining or assuming or participating in Letters of Credit or of agreeing to make or assume or of making or assuming or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.13, any such increased costs resulting from (A) Taxes or Other Taxes (as to which Section 2.14 shall govern) 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 Refinancing Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), 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 Refinancing Lender Party (with a copy of such demand to the Designated Refinancing Lender Agent), pay to the Designated Refinancing Lender Agent for the account of such Refinancing Lender Party additional amounts sufficient to compensate such Refinancing Lender Party for such increased cost; provided that a Refinancing Lender Party claiming additional amounts under this Section 2.13(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 Refinancing Lender Party, be otherwise disadvantageous to such Refinancing Lender Party. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such LenderRefinancing Lender Party, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (aa)(a) If, after the date hereof, due to either (i) after (A) the Effective Date, with respect to Term Loans, or(B) the date of any Line of Credit Loan, with respect to such Extension of CreditLine of Credit Loan, or (C) the Fifth Amendment Effective Date, with respect to Alternative Tranche Line of Credit Loans, the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law)) made or issued after (A) the Effective Date, which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to Term Loans, or(B) the Commitments date of any Line of Credit Loan, with respect to such Extension of CreditLine of Credit Loan, or Advances(C) the Fifth Amendment Effective Date, deposits or liabilities incurred with respect to fund Advances, assets consisting Alternative Tranche Line of Advances (but not unrelated assets) or capital attributable thereto)Credit Loans, 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 Eurocurrency 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 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 Borrowers shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower Borrowers and the Designated 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 hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation after the date of this Agreement or (ii) the compliance with any hereafter promulgated directive, guideline or request from any central bank or other Governmental Authority, governmental authority that becomes effective or is made after the date of this Agreement including, without limitation, any agency of the European Economic and Monetary Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 Applicable Lending Office or any political subdivision thereof), then the Borrower agrees to pay to the Administrative Agent for the account of 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 Designated Administrative Agent), pay to ) at any time within 120 days after the Designated Agent for the account date on which a Responsible Bank Officer of such Lender knows or has reason to know of its right to additional compensation under this Section 2.11(a), additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that if any such Lender fails to deliver such demand within such 120-day period, such Lender shall only be entitled to additional compensation for any such costs incurred from and after the date that is 120 days prior to the date such Lender delivers 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 cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest demonstrable error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

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 included in the Eurocurrency 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 Authoritygovernmental authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against letters of credit or guarantees issued by, or assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable theretohereto), there shall be any increase in the cost (excluding any allocation of corporate overhead) to the Issuing Banks or any Lender (which cost such Issuing Bank or such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate AdvancesAdvances or issuing, or purchasing participations in, the Letters of Credit, then such Issuing Bank or such Lender shall so notify the Borrower promptly after such Issuing Bank or 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 Issuing Bank or such Lender (with a copy of such demand to the Designated Agent), pay to the Designated Agent for the account of such Issuing Bank or such Lender additional amounts sufficient to compensate such Issuing Bank or such Lender for such increased cost. A certificate of such Issuing Bank or such Lender as to the amount of such increased cost in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Issuing Bank’s or such Lender’s method of allocating such costs is fair and reasonable and that such Issuing Bank’s or 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 Designated Agent by such Issuing Bank or such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.. (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 Issuing Bank or any Lender with any hereafter promulgated 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 or liquidity required or expected to be maintained by such Issuing Bank or such Lender or any entity controlling such Issuing Bank or such Lender and the amount of such capital or liquidity is materially increased by or based upon the existence of such Issuing Bank’s or such Lender’s commitment to lend hereunder and other commitments of this type, then such 26 Issuing Bank or such Lender shall so notify the Borrower promptly after such Issuing Bank or such Lender makes such determination and, upon demand by such Issuing Bank or such Lender (with a copy of such demand to the Designated Agent), the Borrower shall pay to such Issuing Bank or such Lender within five days from the date of such demand, from time to time as specified by such Issuing Bank or such Lender, additional amounts sufficient to compensate such Issuing Bank or such Lender or such controlling entity in the light of such circumstances, to the extent that such Issuing Bank or such Lender reasonably determines in good faith such increase in capital or liquidity to be material and allocable to the existence of such Issuing Bank’s or such Lender’s commitment to lend hereunder. A certificate of such Issuing Bank or such Lender as to such amount in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Issuing Bank’s or such Lender’s method of allocating such increase of capital is fair and reasonable and that such Issuing Bank’s or 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 the Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Issuing Bank or such Lender, shall be conclusive and binding for all purposes hereof, 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 by any Lender, 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 Issuing Bank or 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 Issuing Bank or such Lender should reasonably have known of such law, regulation, guideline or request and the Borrower’s obligation to compensate such Issuing Bank or such Lender for such amount is contingent upon such Issuing Bank or such Lender so notifying the Borrower; provided, however, that any failure by such Issuing Bank or 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 Issuing Bank or such Lender notified the Borrower of such law, regulation, guideline or request. (d) If any Issuing Bank or any Lender shall subsequently recoup any costs (other than from the Borrower) for which such Issuing Bank or such Lender has theretofore been compensated by the Borrower under this Section 2.11, such Issuing Bank or 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. (e) For purposes hereof, (i) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives 27 promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be changes in law or regulation referred to in paragraphs (a) and (b) of this Section, regardless of the date enacted, adopted, promulgated or issued. (f) Without prejudice to the survival of any other agreement of the Borrower hereunder, the agreements and obligations of the Borrower contained in this Section 2.11 shall survive the payment in full (after the Termination Date) of all payment obligations of the Borrower in respect of Advances or Letters of Credit hereunder. SECTION 2.12

Increased Costs. (an) 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 included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation interpretation, application or implementation of any law Applicable Law or regulation GAAP or other applicable accounting policy after the Closing Date, or (ii) the compliance with any hereafter promulgated guideline or change in the interpretation, application or implementation of 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 Authority (whether or not having the force of law), which guideline or request ) after the Closing Date (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable theretoa “Regulatory Change”), there shall be (x) any increase in the cost (excluding any allocation of corporate overheadother than Taxes) to any Lender (which cost such Lender reasonably determines in good faith is material) Affected Person of agreeing to make or making, funding or maintaining Eurocurrency Rate AdvancesAdvances to the Borrower or (y) any imposition of tax on a Lender (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, 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 timetime in accordance with the Priority of Payments, upon demand by on the Payment Date first occurring following such Lender (with a copy of such demand to the Designated Agent)Affected Person’s demand, pay to in accordance with the Designated Agent for the account Priority of Payments such Lender Affected Person such additional amounts as may be sufficient to compensate such Lender Affected Person for such increased cost. A certificate of such Lender as to setting forth in reasonable detail the amount of such increased cost 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 provisionscost, submitted to the Borrower by an Affected Person (with a copy to the Custodian and the Designated Agent by such LenderAdministrative Agent), shall be conclusive and binding for all purposes hereofpurposes, absent manifest or demonstrable error; provided that such Affected Person charges such increased costs to borrowers that are substantially similar to the Borrower in financing transactions materially similar to the financing transaction set forth in this Agreement. Notwithstanding anything herein to the foregoingcontrary, the Borrower shall not be required to pay any amount under this Section 2.11 relating to each of (i) costs that are Excluded Taxes the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all rules and regulations promulgated thereunder or are subject to indemnification under Section 2.14 or issued in connection therewith, and (ii) reserve requirements that are included 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 or foreign regulatory authorities, in each case pursuant to Basel III shall be deemed to have been introduced after the Eurocurrency Rate Reserve PercentageClosing Date, thereby constituting a Regulatory Change hereunder with respect to the Affected Person as of the Closing Date, regardless of the date enacted, adopted or issued.

Increased Costs. (a) If, after the date hereof, 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 included in determining the Eurocurrency Rate Reserve PercentageEurodollar Rate) in or in the interpretation of any law or regulation or (ii) the compliance by such Lender with any hereafter promulgated guideline guideline, request or request directive from any central bank or other Governmental Authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law)) (collectively, which guideline or request a "CHANGE OF LAW") shall (xi) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for have the account effect of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in increasing 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 Eurocurrency any Eurodollar Rate AdvancesLoans or (ii) subject any Lender to any Tax of any kind whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Loan made by it, or change the basis of taxation of payments to such Lender in respect thereof (except for Indemnified Taxes or Other Taxes indemnifiable pursuant to SECTION 2.17 or the imposition of, or any change in the rate of, any Excluded Tax), 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 and/or Co-Borrower, as applicable, shall from time to time, upon demand by such Lender (with a copy of such demand to the Designated Administrative Agent), pay to the Designated 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 cost 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 provisionscost, submitted to the Borrower and/or Co-Borrower, as applicable, and the Designated Administrative Agent by such Lender, shall be reasonably detailed and shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding ; PROVIDED, HOWEVER, that notwithstanding the foregoing, the Borrower and Co-Borrower shall not be required to pay compensate any amount under this Section 2.11 relating Lender for any increased cost incurred more than 180 days prior to the delivery of such certificate (i) costs that are Excluded Taxes or are subject such period to indemnification under Section 2.14 or (ii) reserve requirements that are included be extended in the Eurocurrency Rate Reserve Percentagecase of increased costs caused by a Change of Law with retroactive effect to include the period of retroactive effect of such Change of Law). Any Lender claiming any additional amounts payable pursuant to this SECTION 2.16 shall use its reasonable efforts (consistent with Requirements of Law) 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 additional amounts that would be payable or may thereafter accrue and would not, in the sole determination of such Lender, result in any unreimbursed costs to, or otherwise be disadvantageous to, such Lender.

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 requirements, in the case of Adjusted CD Rate Advances, included in the Eurocurrency Adjusted CD Rate Reserve Percentage or, 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Adjusted CD Rate Advances or 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 Designated Agent), pay to the Designated 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 cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding (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 foregoingforce 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 Agent), the Borrower shall not be required immediately pay to pay any amount under this Section 2.11 relating the Agent for the account of such Lender, from time to (i) costs that are Excluded Taxes time as specified by such Lender, additional amounts sufficient to compensate such Lender or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included such corporation in the Eurocurrency Rate Reserve Percentagelight 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 Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. SECTION 2.13.

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 included in the Eurocurrency 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 Authoritygovernmental authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against letters of credit or guarantees issued by, or assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable theretohereto), there shall be any increase in the cost (excluding any allocation of corporate overhead) to the Issuing Banks or any Lender (which cost such Issuing Bank or such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate AdvancesAdvances or issuing, or purchasing participations in, the Letters of Credit, then such Issuing Bank or such Lender shall so notify the Borrower promptly after such Issuing Bank or 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 Issuing Bank or such Lender (with a copy of such demand to the Designated Agent), pay to the Designated Agent for the account of such Issuing Bank or such Lender additional amounts sufficient to compensate such Issuing Bank or such Lender for such increased cost. A certificate of such Issuing Bank or such Lender as to the amount of such increased cost in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Issuing Bank’s or such Lender’s method of allocating such costs is fair and reasonable and that such Issuing Bank’s or 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 Designated Agent by such Issuing Bank or such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

Increased Costs. (a) IfExcept as to taxes, after levies, imposts, deductions, charges, withholdings or liabilities with respect thereto (it being understood that the date hereofBorrower shall not have any liability for any taxes, levies, imposts, deductions, charges, withholdings or liabilities with respect thereto, except as provided in Section 2.12), if, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Eurodollar Rate Reserve Percentage) 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 Authoritygovernmental authority in any case introduced, includingchanged, without limitation, any agency of interpreted or requested after the European Union or similar monetary or multinational authority date hereof (whether or not having the force of law), which guideline or request there shall be (x) imposesimposed, modifies modified or deems deemed applicable any reserve, special deposit or similar requirement against assets held by, or deposits with in or for the account of or credit extended by of, any Lender or (y) imposes imposed on any Lender any other condition regarding relating to this Agreement Agreement, any L/C or the Advances made by it, and the result of any event referred to in clause (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assetsx) or capital attributable thereto), there (y) shall be any to 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 Eurocurrency any L/C or Eurodollar Rate Advances or LIBO CB 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 within 15 days after demand by such Lender (with a copy of such demand to the Designated Administrative Agent) 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 Section 2.09(a), pay to the Designated Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that if such Lender fails to so notify the Borrower within such 60-day period, such increased cost shall commence accruing on such later date on which the Lender notifies the Borrower; provided further that such Lender agrees 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, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentage.

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 included in the Eurocurrency 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 after the date hereof or (ii) the compliance with any hereafter promulgated 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 governmental authority (whether or not having the force of law), ) which guideline implements any introduction or request change specified in clause (xi) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)above, 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 Eurocurrency Rate Advances, Loans 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 Borrowers shall from time to time, upon within ten Business Days after written demand by such Lender (with a copy of such demand to the Designated Administrative Agent), pay to the Designated Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased costcost incurred during the 90-day period prior to the date of such demand. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the U.S. Borrower and the Designated Administrative Agent by such LenderLender and showing in reasonable detail the basis for the calculation thereof, shall be conclusive and binding for all purposes prima 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, in each case after the date hereof, absent manifest erroror (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 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, then, within ten Business Days after written demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall from time to time pay to the Administrative Agent for the account of such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances for such increase in capital or liquidity incurred during the six-month period prior to the date of such demand, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender’s commitment to lend hereunder. Notwithstanding A certificate as to such amounts submitted to the U.S. Borrower and the Administrative Agent by such Lender and showing in reasonable detail the basis for the calculation thereof shall be prima facie evidence of such costs. (c) Failure or delay on the part of any Lender to demand compensation pursuant to the foregoing provisions of this Section 3.05 shall not constitute a waiver of such Lender’s right to demand such compensation, provided that no Borrower shall be required to compensate a Lender pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender notifies the U.S. Borrower of the circumstances giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor (except that, if the circumstances 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). (d) Without limiting the effect of the foregoing, the Borrower Borrowers shall not be required pay to pay 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 amount under this Section 2.11 relating other category of liabilities that includes deposits by reference to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in which the Eurocurrency Rate Reserve Percentage.interest rate on

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational authority Authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency Rate AdvancesLoans (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 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 such Lender shall so notify the Borrower promptly after such Lender knows of such increased cost shall, and determines that such cost is material and the Borrower shall from time to time, upon within five Business Days of the prior written demand (accompanied by a certificate of such Lender specifying the amount so demanded, which certificate shall be conclusive and binding for all purposes hereunder, absent manifest error) by such Lender (with a copy of such demand to the Designated Administrative Agent), pay to the Designated 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 ; provided, however, that, other than during the amount of such increased cost in reasonable detail Syndication Period or any time that a Default shall have occurred 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 whichbe continuing, as a credit matter, are substantially similar to the Borrower and which are subject to similar provisions, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, (1) the Borrower shall not be required liable to pay any such additional amounts which relate to a period of time preceding the date which is 90 Business Days prior to the date of such Lender’s written demand; (2) no increased cost shall be compensated to the extent resulting from a failure by such Lender to comply with any regulatory change or which arises solely as a result of and simultaneously with a change in the Lending Office (other than to the extent such change is required by law or regulations applicable to such Lender or to the extent such increased costs would have occurred regardless of such change); and (3) no increased cost applicable to any assignees of such Lender shall be compensated in the case of any assignment or transfer by such Lender to such assignee to the extent that, at the time of such assignment or transfer, such assignee would be entitled to claim compensation and the relevant assignor was not then so entitled. Each Lender agrees, upon reasonable request of the Borrower that it shall as promptly as it may determine to be commercially reasonable designate a different Lending Office if such designation will avoid the need for, or reduce the amount of, any increased cost hereunder so long as such designation in the judgment of such Lender will not reduce the amount of any payment receivable by such Lender under this Section 2.11 relating Agreement and is not otherwise disadvantageous to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Lender.

Increased Costs. If Citibank determines that from the Trade Date of the relevant Transaction (ai) If, after the date hereof, due to either (ix) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation or (iiy) the compliance with any hereafter promulgated 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 governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), there shall be any increase in the cost to Citibank or its affiliates of engaging in this Transaction or related transactions, or (excluding ii) compliance with any allocation law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of corporate overheadlaw) increases or would increase the amount of any capital required or expected to be maintained by Citibank or any Lender affiliate of Citibank as a direct or indirect consequence of this Transaction (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurocurrency Rate Advances"Increased Costs"), 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 Counterparty shall from time to timetime until this Transaction is no longer outstanding (whether through Optional Unwind or otherwise), promptly upon demand by such Lender (with a copy of such demand Citibank, convey to the Designated Agent), pay to the Designated Agent for the account of such Lender Citibank additional amounts sufficient to compensate such Lender Citibank for such increased costIncreased Costs as are incurred; provided, however, that Counterparty's obligation to pay such additional amounts shall be limited to 15 percent of the Carrying Costs of this Transaction. Such additional amounts may, at Counterparty's option, be paid in U.S. dollars or be satisfied by transfer of a number of Common Shares having an equivalent value; provided, however, that Counterparty shall be entitled to satisfy such obligation by transfer of Common Shares only if it provides twenty Trading Days' notice and complies with its obligations and makes the representations set forth in paragraph 10 "Securities Laws and Registration") as if such transfer were in connection with Transfer Date to which Net Share Settlement or Net Cash Settlement applied for purposes of paragraph 6(a) ("Counterparty Unwind Period Settlement Option"). A certificate of such Lender as to the amount of such increased cost 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 provisionsIncreased Costs, submitted to the Borrower and the Designated Agent Counterparty by such LenderCitibank, shall be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding In the foregoingevent that Citibank determines that it has incurred Increased Costs which exceed 15 percent of the Carrying Costs of this Transaction (an "Increased Cost Event"), Citibank shall be entitled to commence an Unwind Period with respect to the Borrower entire Outstanding Aggregate Amount. Such Unwind Period shall commence on a Trading Day and end on and include a Trading Day, each as designated by Citibank. At the option of Citibank, any Unwind Period that had commenced prior to the start of the Unwind Period for such Increased Cost Event and not be required terminated shall terminate on the Trading Day prior to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagestart of the Unwind Period for such Increased Cost Event.

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 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 Designated Paying Agent), pay to the Designated Paying Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that a Lender claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding If the foregoingBorrower 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 2.10(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 not take all action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline ) made or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for issued after the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Effective Date, 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 Eurocurrency BA Rate AdvancesAdvances or LIBOR Rate Advances 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, overall gross income or capital by Canada or by the foreign jurisdiction or state or province under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), 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 Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereof, absent manifest errorentitled to a presumption of correctness. Notwithstanding If the foregoingBorrower so notifies the Agent after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.12(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 9.07 (and the Lender being so replaced shall not take all action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).

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 included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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 Eurocurrency 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 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 Designated Administrative Agent), pay to the Designated 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 cost 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 provisionscost, submitted to the Borrower and the Designated Administrative Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding (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 foregoingforce 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, then, upon demand by such Lender (with a copy of such demand to the Administrative Agent), the Borrower shall not be required pay to pay any amount under this Section 2.11 relating the Administrative Agent for the account of such Lender; from time to (i) costs that are Excluded Taxes time as specified by such Lender, additional amounts sufficient to compensate such Lender or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included such corporation in the Eurocurrency Rate Reserve Percentagelight 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. A certificate 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. SECTION 2.12.

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 included in the Eurocurrency Rate LIBOR Reserve Percentage) in or in the interpretation of any law law, regulation, rule or regulation guideline promulgated or made after the Effective Date or (ii) the compliance with any hereafter promulgated 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 governmental authority (whether or not having the force of law), which guideline ) promulgated or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for made after the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Effective Date, 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 Eurocurrency Rate LIBOR 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 written demand by such Lender (with a copy of such written demand to the Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost, provided that the Borrower shall not be obligated to pay any such additional amounts that are attributable to the period ending 90 days prior to the Borrower’s receipt of such written notice, provided further that to the extent such additional amounts accrue during such period because of the retroactive effect of the applicable law, rule, regulation, guideline or request promulgated during the 90 day period prior to the Borrower’s receipt of such written notice, the limitation set forth in the foregoing proviso shall not apply. A certificate of such Lender certificate, made in good faith and in reasonable detail, as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall shall, except for demonstrable or calculation error, be conclusive and binding for all purposes hereof, absent manifest error. Notwithstanding the foregoing, the Borrower shall not be required to pay any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagepurposes.

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 included in the Eurocurrency 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, 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), which guideline or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for the account of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto), 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, continuing, converting to, funding or maintaining Eurocurrency Rate AdvancesTerm SOFR Advances (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 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 shall, from time to time, upon demand by such Lender (with a copy of such demand to the Designated Agent), pay to the Designated 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 of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding Such certificate shall be in reasonable detail and shall certify that the foregoingclaim 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, the Borrower but such Lender shall not be required to pay disclose any amount under this Section 2.11 relating to (i) costs that are Excluded Taxes confidential or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentageproprietary information therein.

Increased Costs. (a) If, after the date hereof, due to either (i) after the date of this Agreement the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurocurrency 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, including, without limitation, any agency of the European Union or similar monetary or multinational governmental authority (whether or not having the force of law), which guideline ) made or request (x) imposes, modifies or deems applicable any reserve, special deposit or similar requirement against assets held by, deposits with or for issued after the account date of or credit extended by any Lender or (y) imposes on any Lender any other condition regarding this Agreement (including any assessment or charge on or with respect to the Commitments or Advances, deposits or liabilities incurred to fund Advances, assets consisting of Advances (but not unrelated assets) or capital attributable thereto)Agreement, 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 Eurocurrency 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 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 Designated Agent), pay to the Designated 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 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate of such Lender as to the amount of such increased cost 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 provisionscost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes hereofpurposes, absent manifest error. Notwithstanding If the foregoingBorrower so notifies the Agent after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.10(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 not take all action as may be required necessary to pay any amount assign its rights and obligations under this Section 2.11 relating Agreement to (i) costs that are Excluded Taxes or are subject to indemnification under Section 2.14 or (ii) reserve requirements that are included in the Eurocurrency Rate Reserve Percentagesuch Eligible Assignee).