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

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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 Taxeschanges 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 of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrower shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs Failure or increases of capital incurred prior to delay on the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case part of any law, regulation, guideline or request which is imposed retroactively, the Lender making to demand for payment of any amount under compensation pursuant to this Section 2.11 shall notify not constitute a waiver of such Lender's right to demand such compensation; provided that the related Borrower shall not later be required to compensate such Lender pursuant to this Section for any increased costs or reductions incurred more than 12 months from 180 days prior to the date that such Lender should reasonably have known (but promptly upon gaining knowledge notifies the Borrower of the event giving rise to such increase) increased costs or reductions and of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrowerintention to claim compensation therefor; provided, howeverfurther that, that any failure by if the event giving rise to such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from increased costs or increases reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestretroactive effect thereof. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, If any Change in Law after the date hereof, due to either Effective Date shall (i) change the introduction basis of taxation of payment to Lender of the principal of or interest on the Loans or the Notes or any change other amounts payable hereunder (other than any change by way of imposition or increase of reserve requirements included except for (x) Indemnified Taxes, (y) taxes described in the Eurodollar Rate Reserve PercentageSection 4.04(a), and (z) in or in the interpretation of any law or regulation Connection Income Taxes) or (ii) change official reserve or similar requirements (except any reserve requirements reflected in calculating the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having Index) that has the force effect of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon on the existence of such Lender's commitment to lend the Commitments or Loans hereunder and other commitments of this typeor its obligations hereunder, then, upon demand in any such event, Lender shall promptly give notice (by such Lender made not later than 60 days after such Lender obtains knowledge of such increase telephone promptly confirmed in capital (with a copy of such demand writing) to the Agent)Borrower, the Company which notice shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth show in reasonable detail the basis therefore (with a copy for calculation of such certificate additional amounts. Thereafter, Borrower agrees to pay to Lender, upon Lender’s written request therefor, such additional amounts (in the Agent); providedform of an increased rate of, howeveror a different method of calculating, interest or otherwise as Lender in its reasonable discretion shall determine) as shall be required to compensate Lender for such increased costs or reductions in the rate of return to Lender. In determining such additional amounts, Lender will act reasonably and in good faith and will use calculation methods which are reasonable, provided that such certificate shall be conclusive and binding for all purposesLender’s determination of compensation owing under this Section 1.07 shall, absent manifest error, be final and conclusive and binding on all the parties hereto. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law law, treaty or governmental rule, regulation or order binding on any Lender or (ii) the compliance by any Lender with any guideline guideline, request or request directive enacted or imposed or made after the date hereof from any central bank or other governmental authority having jurisdiction over any Lender Governmental Authority (whether or not having the force of law)) shall (A) impose, there modify, or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, or (ii) impose on any Lender any other condition, and the result of any of the foregoing shall be any to materially increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding funding, or maintaining Eurodollar Rate Advances or LIBO Rate Advances any portion of the Loans (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as except with respect to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances 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 made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand and certificate to the Loan Agent), pay to the Loan Agent for the account of such Lender Lender, additional amounts sufficient to compensate such Lender for such increased cost. 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 Such a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred submitted to the Borrowers and the Loan Agent by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, presumptively correct absent manifest error. (b) If, after . Notwithstanding the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments provisions of this typeparagraph, then, upon demand by such Lender made (x) the Borrowers shall not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate pursuant to costs or increases of capital incurred this paragraph for periods occurring prior to the 12 months immediately preceding 60th day before the date of demand for payment giving of such amountscertificate, provided that if the circumstances giving rise to such claim have a retroactive effect then such 60 day period shall be extended to then include such period of retroactive effect, and (y) the Borrowers shall not be required to make any payment otherwise required hereby to any Lender unless the applicable law, regulation, guideline or request resulting such Lender states in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making its written demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge claim is not being made on a basis that discriminates against the Borrower as compared to comparable extensions of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 credit with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestsimilarly situated borrowers. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 definition of "Eurodollar Rate 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 guideline or request issued or made after the date of this Agreement from or by any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), in each case above other than those referred to in Section 2.17, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make make, fund or maintain, or of making, funding or maintaining maintaining, Eurodollar Rate Advances 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)funded in the interbank Eurodollar market, then the Borrower of such Advances Borrowers shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate 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 if the failure to give such notice shall not affect the rights of any Lender requests compensation for any amounts owing from a Borrower for such increased cost under this Section 2.11(a2.16(a) (except as otherwise expressly provided above in this Section 2.16(a), such Lender shall, prior ). A certificate as to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedCompany and the Administrative Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. After one or more Lenders have notified the Company 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 Base Rate Advances. Each Lender agrees to 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 demand for payment from the Borrowers under this Section 2.16. (b) If, after In the date hereof, event that any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender shall change its lending office and such change results (whether or not having at the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount time of such capital is change) in increased by or based upon the existence of such Lender's commitment costs to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall pay to the Agent for the account of such Lender, from time the Borrowers shall not be liable to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to increased costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide the extent, but only to the extent, that such notice increased costs shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from exceed the increased costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower would have incurred if the lending office of such lawLender had not been so changed, regulationbut, guideline or request. subject to subsection (da) If above and to Section 2.18, nothing herein shall require any Lender shall subsequently recoup to change its lending office for any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lenderreason.

Increased Costs. (a) If, If on or after the date hereofof this Agreement, due to either any Lender or LC Issuer determines that (i) the introduction of or any change (other than than, in the case of Eurodollar Advances, any change by way of imposition or increase of reserve requirements requirements, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there ) shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) or such LC Issuer, as the case may be, of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 issuing or participating in any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes)Facility LC, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after or such Lender obtains knowledge of such increased costs LC Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuer additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender or such LC Issuer for such increased cost. Each ; provided that no Lender agrees shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made and no LC Issuer shall be entitled to demand such compensation more than 90 days following the expiration or termination (by a drawing or otherwise) of the Facility LC in respect of which such demand is made; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or an LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such 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 demand is made within 90 days after the implementation of such Lender verifying that such increased cost was actually incurred by such Lender and retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Administrative Agent by a Lender or an LC Issuer, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) IfIf any Lender or LC Issuer determines that, after the date hereofof this Agreement, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or such LC Issuer or any corporation Person controlling such Lender or such LC Issuer and that the amount of such capital is increased by or based upon the existence of such Lender's ’s Commitment, such LC Issuer’s commitment to lend hereunder and other commitments of this typeissue Facility LCs, the Advances made by such Lender or the Reimbursement Obligations owed to such LC Issuer, as the case may be, then, upon demand by such Lender made not later than 60 days after or such Lender obtains knowledge of such increase in capital LC Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or such LC Issuer, from time to time as specified by such LenderLender or such LC Issuer, additional amounts sufficient to compensate such Lender Lender, such LC Issuer or such corporation controlling Person, as applicable, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if ’s Commitment or the Advances made by such Lender requests compensation for any amounts owing from the Company for or such LC Issuer determines such increase in capital under this Section 2.11(b), to be allocable to such LC Issuer’s commitment to issue Facility LCs or the Reimbursement Obligations owed to such LC Issuer; provided that no Lender shall, prior shall be entitled to a Borrower being required demand such compensation more than one year following the payment to compensate such Lender or for such increase in capital, furnish to the Company a certificate of a senior financial officer account of such Lender verifying that of all other amounts payable hereunder by the Borrower and the termination of such increase in capital was actually required Lender’s Commitment and no LC Issuer shall be entitled to demand such compensation more than one year after the expiration or termination (by drawing or otherwise) of all Facility LCs issued by such Lender LC Issuer and the amount termination of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate LC Issuer’s commitment to the Agent)issue Facility LCs; provided, howeverfurther, that the foregoing proviso shall in no way limit the right of any Lender or LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by the applicable Lender or LC Issuer shall be conclusive and binding binding, for all purposes, absent manifest error. (c) No Borrower shall be obligated Any Lender claiming compensation pursuant to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the related Borrower not later than 12 months from jurisdiction of its Applicable Lending Office if the date that such Lender should reasonably have known (but promptly upon gaining knowledge making of such increase) a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such lawLender, regulation, guideline or request and such Borrower's obligation be otherwise disadvantageous to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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 Taxeschanges 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 of such Advances shall Lender may from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge time give notice of such increased costs circumstances to the Borrower (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate notice to the Agent); provided, however, that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, such increased costs and would not be disadvantageous to such Lender. The amount sufficient to compensate such Lender 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 in light of such increase ratably among all applicable Advances. A certificate specifying the event referred to in this Section 2.11(a), the amount sufficient to compensate such Lender and the basis of its calculations (which shall be reasonable), submitted in good faith to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Borrower of the occurrence of any event referred to in the first sentence of this Section 2.11(a). (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge may from time to time give notice of such increase in capital circumstances to the Borrower (with a copy of such demand notice to the Agent); provided, however, that each Lender agrees, before giving any such notice, to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such designation would avoid the need for, or reduce the amount of, the Company shall pay cost to the Agent for the account such Lender of such Lender, from time to time as specified increase in the amount of capital maintained by such Lender and would not be disadvantageous to such Lender, additional amounts . The amount sufficient to compensate such Lender or such corporation in the light of such circumstances, increase in capital maintained by such Lender or any corporation controlling such Lender shall be determined by such Lender in good faith to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from A certificate specifying the Company for such increase event referred to in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required the amount sufficient to compensate such Lender for such increase and the basis of its calculations (which shall be reasonable), submitted in capital, furnish good faith to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); providedLender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. Each Lender agrees to provide reasonably prompt notice to the Borrower of the occurrence of any event referred to in the first sentence of this Section 2.11(b). (c) No The Borrower shall, within five days of receiving a notice from any Lender pursuant to clause (a) or (b) of this Section 2.11, elect (and shall be obligated notify such Lender and the Agent of such election) to: (i) pay to pay under the Agent for the account of such Lender, from time to time commencing on the date of notice by such Lender and as specified by such Lender, (A) the amount such Lender has set forth in the certificate which such Lender has delivered to the Borrower pursuant to clause (a) of this Section 2.11 any amounts or (B) the amount such Lender has set forth in the certificate which relate to costs or increases of capital incurred prior such Lender has delivered to the 12 months immediately preceding the date Borrower pursuant to clause (b) of demand for payment of such amountsthis Section 2.11, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In as the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known may be; or (but promptly upon gaining knowledge of such increaseii) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon terminate such Lender's so notifying Commitment on a date which shall be specified in the notice sent by the Borrower, and such BorrowerLender's Commitment shall terminate on such date; provided, however, that any failure by such Lender to provide such notice the aggregate amount of the Commitments of the Lenders shall not affect be reduced, as a result of any such Borrower's obligations termination, to an amount that is less than the sum of the aggregate principal amount of the Advances then outstanding; provided, further, that such termination shall not be effective if, after giving effect to such termination, the aggregate amount of the Commitments so terminated or assigned under this Section 2.11 with respect to amounts resulting from costs or increases and Section 2.12(b) during the term of capital incurred after this Agreement would exceed 25% of the date which occurs 12 months immediately preceding aggregate amount of the date on which such Lender notified such Borrower Commitments as of such lawthe Effective Date; and provided further, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from that upon termination of a Borrower) for which such Lender has theretofore been compensated by a Borrower Lender's Commitment under this Section 2.11(c)(ii), the Borrower shall on the date such termination becomes effective pay, prepay or cause to be prepaid the aggregate principal amount of all Advances owing to such Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such termination and amounts payable under Section 8.04(a)). Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged. Such Lender's rights under Sections 2.11, 2.14 and 8.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to date of such termination; or (iii) require that such Lender assign to the Borrower's designated assignee or assignees, in accordance with the terms of Section 8.07, all Advances then owing to such Lender and all rights and obligations of such Lender hereunder; provided that (A) each such assignment shall be either an assignment of all of the rights and obligations of the assigning Lender under this Agreement or an assignment of a portion of such rights and obligations made concurrently with another such assignment or assignments which together cover all of the rights and obligations of the assigning Lender under this Agreement, (B) no Lender shall be obligated to make any such assignment as a result of a demand by the Borrower pursuant to this Section 2.11(c) unless and until such Lender shall remit to such have received one or more payments from either the Borrower or one or more assignees in an aggregate amount at least equal to the aggregate outstanding principal amount of all Advances owing to such recoupment as reasonably determined Lender, together with accrued interest thereon to the date of payment of such principal amount, all facility fees and other fees payable to such Lender and all other amounts payable to such Lender under this Agreement (including, but not limited to, any increased costs or other additional amounts (computed in accordance with this Section 2.11), and any Taxes, incurred by such Lender prior to the effective date of such assignment and amounts payable under Section 8.04(a)) and (C) each such assignment shall be made pursuant to an Assignment and Acceptance; provided, however, that such assignment shall not be effective if, after giving effect to such assignment, the aggregate amount of the Commitments so assigned or terminated under this Section 2.11 and Section 2.12(b) during the term of this Agreement would exceed 25% of the aggregate amount of the Commitments as of the Effective Date. Upon such payments and prepayments, the obligations of such Lender hereunder, by the provisions hereof, shall be released and discharged; provided, however, that such Lender's rights under Sections 2.11, 2.14 and 8.04(b), and its obligations under Section 7.05, shall survive such release and discharge as to matters occurring prior to the date of termination of such Lender's Commitment.

Increased Costs. (a) If, 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 after the Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law or regulation Requirement of Law or (ii) the compliance with any guideline or request promulgated after the date hereof from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any the Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)a Borrower, then the such Borrower of such Advances shall severally agrees from time to time, upon within five Business Days after receipt of a written 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 the Lender, to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient as shall be required to compensate such the Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that before making any such certificate shall demand, the Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize such additional amounts and to designate a different Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of the Lender, be conclusive and binding for all purposes, absent manifest errorotherwise disadvantageous to the Lender. (b) If, after If the date hereof, Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by the Lender determines that compliance or any corporation controlling the Lender with any law request or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender directive regarding capital adequacy (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or from any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender Governmental Authority made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand subsequent to the Agent), date hereof shall have the Company shall pay effect of reducing the rate of return on the Lender’s or such corporation’s capital as a consequence of the Advances to a level below that which the Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in could have achieved but for such adoption, change or compliance (taking into consideration the light of Lender’s or such circumstancescorporation’s policies with respect to capital adequacy) by an amount deemed by the Lender to be material, then from time to time, each Borrower shall promptly pay to the Lender such additional amount or amounts as will compensate the Lender for such reduction to the extent that such deemed by the Lender reasonably determines such increase in capital to be allocable attributable to the existence of Advances to such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorBorrower. (c) No If the Lender becomes entitled to claim any additional amounts pursuant to Section 2.6(e) or this 2.8, it shall promptly notify the Borrowers of the event by reason of which it has become so entitled; provided, that a Borrower shall not be obligated to pay under compensate the Lender pursuant to this Section 2.11 2.8 for any amounts which relate such amount to costs or increases the extent the related change in Requirement of capital incurred Law referred to in this Section 2.8 occurred prior to the 12 months immediately date 180 days preceding the date of demand for such notification (except that if such change is retroactive, then such 180-day period shall be extended to include the period of retroactive effect). A certificate as to any additional amounts payable pursuant to this Section submitted by the Lender to the Borrowers shall be conclusive in the absence of manifest error. The agreements in this Section shall survive the termination of this Agreement and the payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request Advances and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to all other amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestpayable hereunder. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, If on or after the date hereofof this Agreement, due to either any Lender determines that (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements requirements, in the case of Eurodollar Rate Advances, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there ) shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)Advances, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender for such increased cost. Each ; provided, that no Lender agrees shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made; provided further, however, that the foregoing proviso shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such 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 demand is made within 90 days after the implementation of such Lender verifying that such increased cost was actually incurred by such Lender and retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Administrative Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) IfIf any Lender determines that, after the date hereofof this Agreement, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (including, in any event, any determination after the date of this Agreement by any such governmental authority or central bank that, for purposes of capital adequacy requirements, any Lender's Commitment hereunder does not constitute a commitment with an original maturity of one year or less) and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this typetype or the Advances made by such Lender, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each hereunder or the Advances made by such Lender; provided, that no Lender agrees that if shall be entitled to demand such Lender requests compensation more than one year following the payment to or for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer account of such Lender verifying that such increase in capital was actually required of all other amounts payable hereunder and under any Note held by such Lender and the amount termination of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent)Lender's Commitment; providedprovided further, however, that the foregoing proviso shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding binding, for all purposes, absent manifest error. (c) No Borrower shall be obligated Any Lender claiming compensation pursuant to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the related Borrower not later than 12 months from jurisdiction of its Applicable Lending Office if the date that such Lender should reasonably have known (but promptly upon gaining knowledge making of such increase) a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such lawLender, regulation, guideline or request and such Borrower's obligation be otherwise disadvantageous to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation interpretation, administration, implementation or application of (to the extent any law such introduction or change occurs after the date hereof) any law, rule, treaty or regulation or (ii) the compliance with any guideline guideline, rule, directive or request from of any central bank or other governmental authority having jurisdiction over any Lender adopted or made after the date hereof (whether or not having the force of law), there shall be any increase in the cost (other than on account of (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)Loans, then the Borrower of such Advances shall from time to time, upon demand within 30 days after delivery by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs to the Borrower (with a copy of such demand to the Administrative Agent)) of a certificate as to the amount of (and specifying in reasonable detail the basis for) such increased cost, pay (subject to Section 2.11(c)) to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such the increased cost and setting costs set forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such (which certificate shall be conclusive and binding for all purposes, absent manifest error); provided that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (b) If, after the date hereof, If any Lender determines that compliance with any law law, rule, treaty or regulation enacted or introduced after the date hereof or any guideline guideline, rule, directive or request from of any central bank or other governmental authority having jurisdiction over any Lender adopted or made (subject to Section 2.11(d) below) after the date hereof (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand within 30 days after delivery by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital to the Borrower (with a copy of such demand to the Administrative Agent)) of a certificate as to (and specifying in reasonable detail the basis for) the Additional Amounts (as hereinafter defined) requested by such Lender, the Company Borrower shall pay (subject to Section 2.11(c)) to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase specified in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such (which certificate shall be conclusive and binding for all purposes, absent manifest error). For purposes hereof, the “Additional Amounts” that may be requested by any Lender under this Section 2.11(b) means such amounts as such Lender shall reasonably determine to be sufficient to compensate such Lender or any corporation controlling such Lender for any costs that such Lender reasonably determines are attributable to the maintenance by such Lender (or such corporation) of capital or liquidity in respect of its commitments to lend hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or such corporation) to a level below that which such Lender (or such corporation) could have achieved but for the enactment or introduction of such law or regulation or the adoption or making of such guideline or request). (c) No The Borrower shall not be obligated to pay under any additional amounts arising pursuant to clauses (a) and (b) of this Section 2.11 any amounts which relate to costs or increases of capital incurred prior that are attributable to the 12 months immediately preceding the date of demand for payment of Excluded Period with respect to such amounts, unless the additional amount; provided that if an applicable law, rule, regulation, guideline or request resulting in shall be adopted or made on any date and shall be applicable to the period (a “Retroactive Period”) prior to the date on which such costs or increases of capital is imposed retroactively. In the case of any law, rule, regulation, guideline or request which is imposed retroactivelyadopted or made, the limitation on the Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such Retroactive Period. (d) Notwithstanding the foregoing, this Section 2.11 shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented; provided that any claim made by a Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date be generally consistent with such Lender’s treatment of other customers of such Lender that such Lender should reasonably have known considers, in its reasonable discretion, to (but promptly upon gaining knowledge of such increasei) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal be similarly situated to the amount of such recoupment as reasonably determined by Borrower and (ii) have generally similar provisions in their credit agreements with 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any written guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO LIBOR Rate Advances (excluding for purposes of this Section 2.11 2.10 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 2.13 shall govern) and (ii) Excluded Taxes)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 of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each Lender agrees that if such Lender requests compensation for any amounts owing from a Borrower for cost (whether or not such increased cost under this Section 2.11(a), such Lender shall, costs arise prior to a the receipt of written notification from such central bank or other governmental authority); provided that the Borrower being shall not be required to pay any such increased costs, furnish costs to the extent such Borrower a certificate of a senior financial officer increased costs accrued prior to the date that is six months prior to the date of such Lender verifying that such increased cost was actually incurred by such Lender and notice. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Administrative Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorerror in the calculation of such amount. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any written guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender (excluding any reserves included in the computation of the LIBOR Rate) 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, type (taking into consideration such Lender's policies and the policies of any corporation controlling such Lender with respect to capital adequacy) then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation (whether or not such amounts arise prior to the receipt of written notification from such central bank or other governmental authority) in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable (in the proportion that such Lender's Commitment hereunder bears to all of such Lender's commitments of this type) to the existence of such Lender's commitment to lend hereunder. Each Lender agrees ; provided that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being shall not be required to compensate such Lender for such increase in capital, furnish to the Company a extent such amounts arose prior to the date that is six months prior to such notice. A certificate of a senior financial officer of as to such Lender verifying that such increase in capital was actually required amounts submitted to the Borrower and the Administrative Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorerror in the calculation of such amounts. (c) No Any Lender claiming any additional amounts payable pursuant to this Section 2.10 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize such additional amounts and 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 additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise notably disadvantageous to such Lender. The Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate reimburse such Lender for such Lender's reasonable expenses incurred in connection with such change or in considering such a change in an amount is contingent upon not to exceed the Borrower's pro rata share of such expenses based on such Lender's so notifying such Borrower; provided, however, that any failure by Commitment and Advances and the total lending commitments and loans of such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestits similarly situated customers. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 definition of "Eurodollar Rate Reserve Percentage" contained in Section 1.01) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request issued or made after the Effective Date from or by any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), in each case above other than those referred to in Section 2.12, there shall be any increase in the cost to any Lender (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 maintaining, Eurodollar Rate Advances 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)funded in the interbank Eurodollar market, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate 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 if the failure to give such notice shall not affect the rights of any Lender requests compensation for any amounts owing from a Borrower for such increased cost under this Section 2.11(a) (except as otherwise expressly provided above in this Section 2.11(a), such Lender shall, prior ). A certificate as to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Administrative Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If. After one or more Lenders have notified the Borrower 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 hereofof 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, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or such election shall not having apply to the force A Advances of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling Lenders during such Lender and that the amount of Interest Period or portion thereof, and, in lieu thereof, such capital is increased by A Advances shall during such Interest Period 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 made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 portion thereof be allocable to the existence of such Lender's commitment to lend hereunderBase Rate Advances. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to use its best reasonable efforts (including a Borrower being required reasonable effort to compensate such Lender for such increase in capital, furnish change its Applicable Lending Office or to the Company a certificate of a senior financial officer transfer its affected A Advances to an Affiliate of such Lender verifying that such increase in capital was actually required by such Lender and Lender) to avoid, or minimize the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); providedof, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, provided that such Lender shall remit to such Borrower an amount equal to avoidance would not, in the amount reasonable judgment of such recoupment as reasonably determined by Lender, be otherwise disadvantageous to such Lender. (b) In the event that any Lender shall change its Eurodollar Lending Office and such change results (at the time of such change) in increased costs to such Lender, the Borrower shall not be liable to such Lender for such increased costs incurred by such Lender to the extent, but only to the extent, that such increased costs shall exceed the increased costs which such Lender would have incurred if the Eurodollar Lending Office of such Lender had not been so changed, but, subject to subsection (a) of this Section 2.11 and to Section 2.13, nothing herein shall require any Lender to change its Eurodollar Lending Office for any reason.

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 Eurodollar Rate Reserve Percentage) ), in or in the interpretation of any law or regulation regulation, or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)Advances, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate reimburse such Lender for such increased cost. Each Lender agrees that if such Lender requests compensation All claims 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 verifying that such increased cost was actually incurred shall be submitted by such Lender and to the amount of such increased cost and setting forth in reasonable detail the basis therefore Borrower (with a copy to the Administrative Agent) as soon as is reasonably possible and in all events within 90 days after such introduction, such change, or the beginning of such certificate to compliance, the Agent)occurrence of which resulted in such increased cost, and the Borrower shall make such payment within five Business Days after notice of such claim is received; provided, however, that if a claim is not submitted to the Borrower within such 90-day period, such Lender shall thereby waive its claim to such increased cost incurred during such 90-day period but not to any such increased cost incurred thereafter. A certificate as to the amount of such increased cost, submitted to the Borrower (with a copy to the Administrative Agent) by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company All claims for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required additional amounts shall be submitted by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy to the Administrative Agent) as soon as is reasonably possible and in all events within 90 days after such determination by such Lender, and the Borrower shall make such payment within five Business Days after notice of such certificate to the Agent)claim is received; provided, however, that if a claim is not submitted to the Borrower within such 90-day period, such Lender shall thereby waive its claim to such additional amounts incurred during such 90-day period but not to any such additional amounts incurred thereafter. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there ) shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) or the LC Issuer, as the case may be, of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 issuing or participating in any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes)Facility LC, then the applicable Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent)) or the LC Issuer, as applicable, pay to the Administrative Agent for the account of such Lender additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender or the LC Issuer, as applicable, for such increased cost. Each ; provided that no Lender agrees 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 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 demand is made within 90 days after the implementation of such Lender verifying that such increased cost was actually incurred by such Lender and retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedapplicable Borrower and the Administrative Agent by a Lender or the LC Issuer, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) IfIf any Lender or the LC Issuer determines that, after the date hereofof this Agreement, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or the LC Issuer or any corporation Person controlling such Lender or the LC Issuer (including, in any event, any determination after the date of this Agreement by any such governmental authority or central bank that, for purposes of capital adequacy requirements, any Lender’s Commitment to a Borrower or the LC Issuer’s commitment to issue Facility LCs for the account of such Borrower as the case may be does not constitute a commitment with an original maturity of less than one year) and that the amount of such capital is increased by or based upon the existence of such Lender's ’s Commitment to such Borrower or the LC Issuer’s commitment to lend hereunder and other commitments issue Facility LCs for the account of this typesuch Borrower, as applicable, or the Advances made by such Lender to such Borrower or Reimbursement Obligations owed to the LC Issuer by such Borrower, as the case may be, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent)) or the LC Issuer, the Company as applicable, such Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or LC Issuer, as applicable, from time to time as specified by such LenderLender or the LC Issuer, as applicable, additional amounts sufficient to compensate such Lender Lender, the LC Issuer or such corporation controlling Person, as applicable, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment ’s Commitment to lend hereunder. Each Lender agrees that if such Borrower or the Advances made by such Lender requests compensation for any amounts owing from to such Borrower or the Company for LC Issuer determines such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish be allocable to the Company a certificate LC Issuer’s commitment to issue Facility LCs for the account of a senior financial officer such Borrower or the Reimbursement Obligations owed by such Borrower to the LC Issuer; provided that no Lender or the LC Issuer shall be entitled to demand such compensation more than one year following the payment to or for the account of such Lender verifying that of all other amounts payable hereunder by such increase in capital was actually required Borrower and under any Note of such Borrower held by such Lender and the amount termination of such increase in capital Lender’s Commitment to such Borrower and setting forth in reasonable detail the basis therefore LC Issuer shall not be entitled to demand such compensation more than one year after the expiration or termination (with a copy by drawing or otherwise) of all Facility LCs issued for the account of such certificate Borrower and the termination of the LC Issuer’s commitment to issue Facility LCs for the Agent)account of such Borrower; provided, howeverfurther, that the foregoing proviso shall in no way limit the right of any Lender or the LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to such amounts submitted to the applicable Borrower and the Administrative Agent by the applicable Lender or the LC Issuer shall be conclusive and binding binding, for all purposes, absent manifest error. (c) No Borrower shall be obligated Any Lender claiming compensation pursuant to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the related Borrower not later than 12 months from jurisdiction of its Applicable Lending Office if the date that such Lender should reasonably have known (but promptly upon gaining knowledge making of such increase) a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such lawLender, regulation, guideline or request and such Borrower's obligation be otherwise disadvantageous to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over including, without limitation, any Lender agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances or LIBO Eurocurrency Rate Advances (excluding for purposes of this Section 2.11 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 2.14 2.13 shall govern) and (ii) Excluded TaxesOther Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower of such Advances shall from time to timeCompany shall, 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 Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each cost provided, however, that before making any such demand, each Lender agrees that 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 Lender requests compensation for any amounts owing from a Borrower for designation would avoid the need for, or reduce the amount of, such increased cost under this Section 2.11(a)and would not, in the reasonable judgment of such Lender shallLender, prior to a Borrower being required to pay such increased costs, furnish be otherwise disadvantageous to such Borrower a Lender. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedCompany and the Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. Such certificate shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated borrowers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required and the Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under For the avoidance of doubt, this Section 2.11 2.10 shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any amounts which relate to costs successor or increases similar authority) or the United States financial regulatory authorities, regardless of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amountsadopted, unless the applicable lawissued, regulation, guideline promulgated or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestimplemented. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation after the Effective Date or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)) made or issued after the Effective Date, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 2.15 shall govern) and (ii) Excluded Taxeschanges 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 of such Advances Borrowers 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 Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each ; provided that a Lender claiming additional amounts under this Section 2.12(a) agrees that 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 Lender requests compensation for any amounts owing from a Borrower for designation or the taking of such actions would avoid the need for, or reduce the amount of, such increased cost under this Section 2.11(a)that may thereafter accrue and would not, in the reasonable judgment of such Lender shallLender, prior to a Borrower being required to pay such increased costs, furnish be otherwise disadvantageous to such Borrower a Lender. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost, submitted to the Borrowers and the Agent by such Lender, shall be entitled to a presumption of correctness. If any Borrower so notifies the Agent after any Lender notifies the Borrowers of any increased cost and setting forth in reasonable detail pursuant to the basis therefore (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 copy Person that is an Eligible Assignee in accordance with the terms of Section 9.07 (and the Lender being so replaced shall take all action as may be necessary to assign its rights and obligations under this Agreement to such certificate to the AgentEligible Assignee); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any change after the Effective Date in law or regulation or any guideline or request after the Effective Date from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrowers shall 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 entity in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrowers and the Agent by such Lender and the amount shall be entitled to a presumption of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate correctness. Notwithstanding anything herein to the Agent); providedcontrary, howeverthe ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, that such certificate rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be conclusive and binding for all purposesdeemed to be a change in law covered by this Section 2.12 regardless of the date enacted, absent manifest erroradopted, issued or implemented. (c) No Borrower The Borrowers shall not be obligated required to pay under compensate a Lender pursuant to this Section 2.11 for any amounts which relate to increased costs or increases of capital capital, liquidity or reserve requirement or pursuant to Section 2.15 for any Taxes incurred more than six months prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge notifies the Borrowers of the change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax and of such increase) of Lender’s intention to claim compensation therefor; provided that if the change or issuance giving rise to such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from increased costs or increases capital, liquidity or reserve requirement or Tax is retroactive, then the six-month period referred to above shall be extended to include the period of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestretroactive effect thereof. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, after If the date hereof, due to either (i) the introduction result of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in in, or in the interpretation of or application of, any law or regulation (including, without limitation, those relating to Taxation, capital adequacy, liquidity, reserve assets and special deposits) is to:- (A) subject any Lender to Taxes or change the basis of Taxation of any Lender with respect to any payment under this Agreement (other than Taxes or Taxation on the overall net income, profits or gains of such Lender imposed in the jurisdiction in which its principal office or Lending Branch is located); and/or (B) increase the cost to, or impose an additional cost on, any Lender in making or keeping its Commitment available or maintaining or funding its Contribution or otherwise in maintaining its obligations under this Agreement; and/or (C) reduce the amount payable or the effective return to any Lender under this Agreement; and/or (D) reduce any Lender’s rate of return on its capital by reason of a change in the manner in which it is required to allocate capital resources to its obligations under this Agreement; and/or (E) require any Lender to make a payment or forgo a return on or calculated by reference to any amount received or receivable by it under this Agreement then and in each such case (but subject to Clause 7.3 (Exceptions)):- (i) such Lender shall notify the Borrower in writing of such event promptly upon it becoming aware of the same specifying reasonable details of the relevant event and of any increased cost, reduction in any rate of return or increased liability and its method of calculation and attribution to its obligations under this Agreement; and (ii) the compliance with Borrower shall on demand, made at any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (time whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent)relevant Lender’s Contribution has been repaid, pay to the Facility Agent for the account of such Lender additional amounts sufficient the amount which such Lender specifies (in a certificate setting forth the basis of the computation of such amount in reasonable detail but not including any matters which such Lender regards as confidential in relation to its funding arrangements) is required to compensate such Lender for such increased cost. 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 shallreduction, 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorpayment or forgone return. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, If on or after the date hereofof this Agreement, due to either any Lender 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 included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there ) shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)Advances, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender for such increased cost. Each ; provided that no Lender agrees shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made; provided, further, that the foregoing proviso shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such 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 demand is made within 90 days after the implementation of such Lender verifying that such increased cost was actually incurred by such Lender and retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Administrative Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) IfIf any Lender determines that, after the date hereofof this Agreement, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation Person 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’s Commitment or the Loan made by such Lender, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall immediately pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation controlling Person, as applicable, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment ’s Commitment or the Loan made by such Lender; provided that no Lender shall be entitled to lend hereunder. Each Lender agrees that if demand such Lender requests compensation more than one year following the later of the payment to or for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer account of such Lender verifying that such increase in capital was actually required of all other amounts payable hereunder and under any Note held by such Lender and the amount termination of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent)Lender’s Commitment; provided, howeverfurther, that the foregoing proviso shall in no way limit the right of any Lender to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by such Lender shall be conclusive and binding binding, for all purposes, absent manifest error. (c) No Borrower shall be obligated Any Lender claiming compensation pursuant to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the related Borrower not later than 12 months from jurisdiction of its Applicable Lending Office if the date that such Lender should reasonably have known (but promptly upon gaining knowledge making of such increase) a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such lawLender, regulation, guideline or request and such Borrower's obligation be otherwise disadvantageous to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law law, rule or regulation or (ii) the compliance with with, or the implementation or administration (or change in the administration or enforcement) of, any directive, guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (Governmental Authority, whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, to purchase or purchasing, funding or maintaining Eurodollar Rate Advances or LIBO Rate 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 (excluding including for purposes of this Section 2.11 2.10 any such increased costs resulting from (i) Taxes or Other Taxes (as for which the Borrowers are obligated to which reimburse the Administrative Agent or the Lenders under Section 2.14 shall govern) and (ii) Excluded Taxes2.13), then the Borrower of such Advances shall Borrowers jointly and severally agree to pay from time to timetime to the Administrative Agent, upon for the account of such Lender, additional amounts sufficient to compensate such Lender for all such increased costs or reduced amounts or return, such additional compensation to be paid by the Borrowers within 15 days of the date of demand therefor by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay ) for all additional compensation accrued prior to such demand and on the Agent for the account of dates specified by such Lender in such demand for all such additional amounts sufficient compensation owing to compensate such Lender for such increased cost. Each Lender agrees thereafter; provided, however, that if a Lender fails to deliver a demand for any additional compensation to which it is entitled under this Section 2.10(a) within 180 days after such Lender requests becomes entitled thereto, such Lender shall only be entitled to additional compensation for any such amounts owing incurred prior to the date of such demand that accrued from and after the date that is 180 days prior to the date such Lender delivers such demand and for all such additional compensation that shall accrue on and after the date of such demand; 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 Borrower for different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost under this Section 2.11(a)or reduced amount or return and would not, in the reasonable judgment of such Lender shallLender, prior to a Borrower being required to pay such increased costs, furnish be otherwise disadvantageous to such Borrower a Lender. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost and setting forth or reduced amount or return in reasonable detail (including the basis therefore (with a copy of such certificate calculation thereof), submitted to the Agent); providedBorrowers and the Administrative Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any law law, rule or regulation or any directive, guideline or request from any central bank or other governmental authority having jurisdiction over Governmental Authority, or any Lender (change therein or in the implementation, administration or enforcement thereof, that is enacted or becomes effective, or is implemented or is first required or expected to be complied with, after the date of this Agreement, whether or not having the force of law) , affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or is based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand then the Borrowers jointly and severally agree to pay from time to time to the Administrative Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior additional compensation to a Borrower being required to compensate such Lender for such increase in capital, furnish to be paid by the Company a certificate Borrowers within 15 days of a senior financial officer the date of such Lender verifying that such increase in capital was actually required demand therefor by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate demand to the Administrative Agent)) for all additional compensation accrued prior to such demand and on the dates specified by such Lender in such demand for all such additional compensation owing to such Lender thereafter; provided, however, that if a Lender fails to deliver a demand for any additional compensation to which it is entitled under this Section 2.10(b) within 180 days after such Lender becomes entitled thereto, such Lender shall only be entitled to additional compensation for any such amounts incurred prior to the date of such demand that accrued from and after the date that is 180 days prior to the date such Lender delivers such demand and for all such additional compensation that shall accrue on and after the date of such demand. A certificate as to such amounts in reasonable detail (including the basis of calculation thereof), submitted to the Borrowers and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower If a Lender demands additional compensation under Section 2.10(a) or 2.10(b) with respect to Eurodollar Rate Advances or Discounted Notes, the Borrowers may (but shall not be obligated to), upon at least five Business Days' notice to pay under this Section 2.11 any amounts which relate to costs or increases such Lender (with a copy of capital incurred prior such notice to the 12 months immediately preceding Administrative Agent), elect that, until the date of circumstances causing such demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation additional compensation no longer apply to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, howeverall Eurodollar Rate Advances that would otherwise be made, and all Discounted Notes that any failure would otherwise be purchased, by such Lender to provide as part of any Revolving Credit Borrowing shall be made instead as Base Rate Advances, and all payments of principal of and interest on such notice Base Rate Advances shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs be made at the same time as payments on the Eurodollar Rate Advances or increases of capital incurred after the date which occurs 12 months immediately preceding Discounted Notes, as the date on which such Lender notified such Borrower case may be, otherwise comprising part of such law, regulation, guideline or requestRevolving Credit Borrowing. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, after If the date hereof, due to either (i) the introduction adoption of or any change (other than in any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in Applicable Law or in the interpretation of any law or regulation application thereof or (ii) compliance by the compliance Lender with any guideline request or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender directive (whether or not having the force of law) affects or would affect from any Governmental Authority made subsequent to the amount Closing Date: (i) shall subject the Lender to any Tax of capital required or expected any kind whatsoever with respect to be maintained by such Lender this Agreement or any corporation controlling such payment hereunder, or change the basis of taxation of payments to the Lender in respect thereof; or (ii) shall impose on the Lender any other condition; and that the result of any of the foregoing is to increase the cost to the Lender of making or maintaining the Term Loan, or to reduce any amount of such capital is increased by or based upon the existence of such Lender's commitment to lend receivable hereunder and other commitments of this typein respect thereof, then, in any such case, the Borrower shall promptly pay the Lender, upon its demand *(which demand shall be accompanied by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of statement setting forth the basis for such demand to and a calculation of the Agentamount thereof in reasonable detail), the Company Borrower shall pay to the Agent for the account of Lender such Lender, from time to time additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capitalincreased cost or such reduction, furnish so long as such amount have accrued on or after the date which is 180 days prior to the Company a date on which Lender first made demand therefor. If the Lender becomes entitled to claim any additional amounts pursuant to this clause (a), it shall promptly notify the Borrower of the event by reason of which it has become so entitled. (b) A certificate of a senior financial officer of such as to any additional amounts payable pursuant to this Section submitted by the Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate Borrower shall be conclusive absent clear and binding for all purposes, absent manifest error. In determining any such additional amounts, the Lender may use any method of averaging and attribution that it (in its reasonable discretion) shall deem applicable. The obligations of the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Term Loan and all other amounts payable hereunder. (c) No Borrower This Section 4.3 shall be obligated apply only to pay under this Section 2.11 any amounts which relate to costs a lender that is a bank or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestother financial institution. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, If after the date hereofRestatement Effective 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by Lender with any guideline request, guideline, or request from any central bank or other governmental authority having jurisdiction over any Lender directive (irrespective of whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects of any governmental authority (a “Regulatory Change”) shall impose, modify, or would affect deem applicable any reserve, special deposit, or similar requirement (including any such requirement imposed by the Federal Reserve Board) against Assets of, deposits with, or for the account of, or credit extended by, Lender, then Lender may, at any time within a reasonable period after the additional cost is incurred or the amount of capital required or expected received is reduced, notify Borrower, and Borrower shall pay within 30 days after demand therefor, such amounts as Lender may specify to be maintained by necessary to compensate Lender for such Lender additional cost or any corporation controlling reduced receipt, together with interest on such Lender and that amount from 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 made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy date of such demand until payment in full thereof at the rate then applicable to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend Revolving Loans hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (cA) No Borrower shall not be obligated required to pay under provide any compensation pursuant to this Section 2.11 2.14 for any such amounts which relate to costs or increases of capital incurred more than 120 days prior to the 12 months immediately preceding date on which the date of demand for payment of such amountsamounts is first made to Borrower, unless and (B) if an event or circumstance giving rise to such amounts is retroactive, then the applicable 120-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Lender of any amount due pursuant to this Section 2.14, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, or (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case after the date of this Agreement shall be deemed to be a change in law, rule, regulation or guideline for purposes of this Agreement and the protection of this Agreement shall be available to Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or request resulting in such costs other change or increases of capital is imposed retroactively. In the case of any lawcondition which shall have occurred or been imposed, regulation, guideline so long as it shall be customary for lenders or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation issuing banks affected thereby to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestcomply therewith. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such If a Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental or monetary authority having jurisdiction over any Lender in regard to capital adequacy (whether or not having the force of law) affects including, without limitation, any guideline contemplated by the report dated July 1988 entitled “International Convergence of Capital Management and Capital Standards” issued by the Bank Committee on Banking Regulations and Supervisory Practices, in any case in which such law, regulation, guideline or request became effective or was made after the date hereof, has or would affect have the effect of reducing the rate of return on the capital of, or maintained by, such Lender or any corporation controlling such Lender as a consequence of such Lender making its Ratable Portion of the Advance or Commitment hereunder and other commitments of this type, by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender, to a level below that which such Lender and that the amount of or any corporation controlling such capital is increased by Lender could have achieved but for such adoption, effectiveness, change or based upon the existence of compliance (taking into account such Lender's commitment ’s or such corporation’s policies with respect to lend hereunder and other commitments of this typecapital adequacy) then the Borrowers shall, thenfrom time to time, pay such Lender, upon demand by such Lender made not later than within 60 days after the first date on which such Lender obtains has actual knowledge that it is entitled to make demand for payment under this Clause 15.6 of such increase reduction in capital (with a copy of return, such demand to the Agent), the Company shall pay to the Agent for the account of such Lender, from time to time additional amount as may be specified by such Lender, additional amounts Lender as being sufficient to compensate such Lender or for such corporation reduction in the light of such circumstancesreturn, to the extent that such Lender reasonably determines such increase in capital reduction to be allocable attributable to the existence of such Lender's L▇▇▇▇▇’s commitment to lend hereunder. Each Lender agrees ; provided that if such Lender requests compensation for any amounts owing from fails to so notify the Company for Borrowers within such increase in capital under this Section 2.11(b)60-day period, such Lender shall, prior to a Borrower being required to compensate amounts shall commence accruing on such later date on which such Lender for notifies the Borrowers. A certificate as to such increase in capital, furnish amounts submitted to the Company Borrowers by a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, after the date hereof, due If any Change in Law shall subject any Recipient to either (i) the introduction of or any change Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto then, and in any change by way such event, such Lender shall promptly give written notice to the Borrower and to the Administrative Agent of imposition or increase such determination (which notice the Administrative Agent shall promptly transmit to each of reserve requirements included the other Lenders). Thereafter the Borrower agrees to pay to such Lender, upon such ▇▇▇▇▇▇’s written request therefor, such additional amounts (in the Eurodollar Rate Reserve Percentageform of an increased rate of, or a different method of calculating, interest or otherwise as such Lender shall determine after consultation with the Borrower) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there as shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient required to compensate such Lender for such increased cost. Each Lender agrees that if such Lender requests compensation for any costs or reductions in amounts owing from received or receivable hereunder (a Borrower for such increased cost under this Section 2.11(a), such Lender shall, prior written notice as to a Borrower being required to pay such increased costs, furnish the additional amounts owed to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth Lender, showing in reasonable detail the basis therefore for the calculation thereof, submitted to the Borrower by such ▇▇▇▇▇▇ (with a copy of such certificate to the Administrative Agent); provided, however, that such certificate shall be conclusive and binding for all purposes) shall, absent manifest error, be final and conclusive and binding on all the parties hereto). (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation after the date of this Agreement the introduction of or any guideline change in any applicable Law or governmental rule, regulation, order, guideline, directive or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects concerning capital adequacy, or would affect any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon on the existence of such Lender's commitment ▇▇▇▇▇▇’s Commitments hereunder or its obligations hereunder, then the Borrower agrees to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall pay to the Agent for the account of such Lender, from time to time as specified by upon its written demand therefor, such Lender, additional amounts sufficient as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the light rate of return to such Lender or such other corporation as a result of such circumstancesincrease of capital. In determining such additional amounts, to the extent each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender reasonably determines such increase in capital to be allocable to the existence ▇▇▇▇▇▇’s determination of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b3.02(b) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 3.02(b), will give prompt written notice thereof to the Borrower (with a copy to the Administrative Agent), which notice shall show in reasonable detail the basis for calculation of such Lender shalladditional amounts, prior although the failure to give any such notice shall not release or diminish the Borrower’s obligations to pay additional amounts pursuant to this Section 3.02(b) upon the subsequent receipt of such notice. (c) Notwithstanding anything in this Agreement to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof and (y) all requests rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall be deemed to be a change after the date of this Agreement in a requirement of law or government rule, regulation or order, regardless of the date enacted, adopted, issued or implemented (including for purposes of this Section 3.02). (d) With respect to any Lender’s claim for compensation under this Section 3.02, the Borrower being shall not be required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the any amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred more than 180 days prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after notifies the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit the event that gives rise to such Borrower an amount equal claim; provided that, if the circumstance giving rise to such claim is retroactive, then such 180-day period referred to above shall be extended to include the amount period of such recoupment as reasonably determined by such Lenderretroactive effect thereof.

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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)) made or issued after the date of this Agreement, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances issuing or participating in Letters of Credit (excluding for purposes of this Section 2.11 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 2.15 shall govern) and (ii) Excluded Taxeschanges 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 of such Advances Borrowers 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 Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each ; provided that a Lender claiming additional amounts under this Section 2.12(a) agrees that 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 Lender requests compensation for any amounts owing from a Borrower for designation or the taking of such actions would avoid the need for, or reduce the amount of, such increased cost under this Section 2.11(a)that may thereafter accrue and would not, in the reasonable judgment of such Lender shallLender, prior to a Borrower being required to pay such increased costs, furnish be otherwise disadvantageous to such Borrower a Lender. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost, submitted to the Borrowers and the Agent by such Lender, shall be entitled to a presumption of correctness. If any Borrower so notifies the Agent after any Lender notifies the Borrowers of any increased cost and setting forth in reasonable detail pursuant to the basis therefore (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 copy Person that is an Eligible Assignee in accordance with the terms of Section 9.07 (and the Lender being so replaced shall take all action as may be necessary to assign its rights and obligations under this Agreement to such certificate to the AgentEligible Assignee); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any change after the date of this Agreement in law or regulation or any guideline or request after the date of this Agreement from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation entity 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 made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrowers shall 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 entity in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrowers and the Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorentitled to a presumption of correctness. (c) No Borrower The Borrowers shall not be obligated required to pay under compensate a Lender pursuant to this Section 2.11 for any amounts which relate to increased costs or increases of capital or reserve requirement or pursuant to Section 2.15 for any taxes incurred more than six months prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge notifies the Borrowers of the change or issuance giving rise to such increase) increased costs or capital or reserve requirement or tax and of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying intention to claim compensation therefor; provided that if the change or issuance giving rise to such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from increased costs or increases capital or reserve requirement or tax is retroactive, then the six-month period referred to above shall be extended to include the period of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestretroactive effect thereof. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of or enforcement of, any law law, regulation, order, ruling, directive, guideline or regulation request, or (ii) the compliance with any order, ruling, directive, guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)) issued, announced, published, promulgated or made after the date hereof, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)Loans, then the Borrower of such Advances Company shall be liable for, and shall from time to time, upon within thirty (30) days following a 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 Agent)Lender, pay to the Agent for the account of such the Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that before making any such demand, the Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Lending Office if the making of such a designation would allow the Lender or its Lending Office to continue to perform its obligations to make Eurodollar Rate Loans or to continue to fund or maintain Eurodollar Rate Loans and would not, in the reasonable judgment of the Lender, be otherwise disadvantageous to the Lender. A certificate substantiating the amount of such increased cost, submitted to the Company by the Lender, shall be conclusive and binding for all purposesconclusive, absent manifest demonstrable error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by Any 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 made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), will promptly notify the Company shall pay to and the Agent for the account upon becoming aware of such Lender, from time any event which will cause it to time as specified by such Lender, demand payment of any additional amounts sufficient amount pursuant to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, paragraph (a) above and shall furnish to the Company a certificate of containing a senior financial officer determination made in good faith of such Lender verifying that such increase in capital was actually required by such Lender additional amount and the amount of such increase in capital justification therefor and setting forth showing in reasonable detail the basis therefore computation thereof. Determinations and allocations by any Lender of any additional amounts payable by the Company pursuant to paragraph (with a copy a) of such certificate to the Agent); provided, however, that such certificate this Subsection 2.11 shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay If any additional amount becomes or will in the future become payable for the account of any Lender under paragraph (a) of this Section 2.11 any amounts which relate to costs or increases of capital incurred prior Subsection 2.11, then such Lender will (if so requested by the Company, but without prejudice to the 12 months immediately preceding provisions of this Subsection 2.11) consult with the date Company and the Agent with a view to agreeing upon a mutually acceptable alternative arrangement (including the transfer of demand for such Lender's Lending Office to another jurisdiction, if, in its sole discretion, such transfer is not in any way disadvantageous to it or contrary to its policies) which will avoid or minimize the payment of such amounts, unless additional amount in 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 future and which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation prejudicial to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestit. (d) If any Lender The agreements contained in this Subsection 2.11 shall subsequently recoup any costs (other than from survive for a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to period of one year following repayment of the amount of such recoupment as reasonably determined by such LenderObligations.

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 Eurodollar Rate Reserve Percentage) in Law or in the official interpretation of any law thereof or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any such Lender (whether or not having the force of law), there shall be any increase ) adopted or made (i) in the cost to case of the Initial Lenders, after the date of this Agreement, (ii) in the case of any Lender (which cost 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 costs are reasonably determines in good faith is materialincurred by such Lender and are the result of (x) of such Lender agreeing to make or making, funding or maintaining Eurodollar Rate Advances or or, unless otherwise specified by the Borrower in the related Notice of Competitive Bid Borrowing, LIBO Rate Advances or (excluding for purposes y) any increase in the amount of capital required to be maintained by such Lender or any corporation controlling such Lender, based upon the existence of such Lender's commitment to lend hereunder and other commitments of this Section 2.11 type, 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). 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 costs resulting from (ia) Taxes or Other Taxes (as to which Section 2.14 shall govern) and or (iib) Excluded Taxes), then 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. The Borrower of such Advances shall from time to time, upon within 30 days following demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs complying with Section 8.04(d) (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar 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 guideline or request from any governmental central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)authority, there shall be any an increase in the cost 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 Eurodollar Rate Advances LIBOR Loans, including without limitation changes which affect or LIBO Rate Advances would affect the amount of capital or reserves required or expected to be maintained by Administrative Agent or any Lender, with respect to all or any portion of the Facility, or any corporation controlling (excluding for purposes directly or indirectly) Administrative Agent or any Lender, on account thereof, then, provided that such increases in costs are not due to the fraud or gross negligence of this Section 2.11 any Administrative Agent or such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes)Lender, then the Borrower of such Advances shall from time to timetime shall, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate indemnify Administrative Agent or such Lender for such against the increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); 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 cost is being charged to Borrower instruct such Lender or Lenders to sell its or their commitments (with all Loans outstanding thereunder) to a bank to be designated by the Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld) at a price equal to all outstanding principal and accrued and unpaid interest and fees thereunder and any other outstanding obligations due to such Lender hereunder, provided, however, that such purchasing bank shall comply with the provisions of Section 11 hereof. A certificate as to the amount of the increased cost and the reason therefor submitted to Borrower by Administrative Agent, in the absence of manifest error, shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any the Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining any Loans at the Eurodollar Rate Advances 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)Rate, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent)Lender, pay to the Agent for the account of such Lender additional amounts sufficient to compensate such the Lender for such increased cost. 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 A certificate as to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower by the Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, . If the Borrower so notifies the Lender within five Business Days after the date hereof, Lender notifies the Borrower of any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having increased cost pursuant to the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments foregoing provisions of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent)Section 2.10, the Company shall pay to Borrower may either (A) prepay in full all Loans bearing interest at the Agent Eurodollar Rate then outstanding in accordance with Section 2.10 and, additionally, reimburse the Lender for such increased cost in accordance with this Section 2.10, or (B) require the account of such LenderLender to, and the Lender shall, convert all Loans bearing interest at the Eurodollar Rate into Loans bearing interest at the Base Rate in effect from time to time as specified by such Lendertime, additional amounts sufficient to compensate such Lender or such corporation in and additionally, reimburse the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase increased cost in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (accordance with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to 2.10, provided that in the 12 months immediately preceding event that the date of demand for payment of such amounts, unless election in (B) is made by 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 retroactivelyBorrower, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender obligations to provide such notice make Loans hereunder shall not affect such Borrower's thereafter be deemed to be obligations under this Section 2.11 with respect to amounts resulting make Loans at the Base Rate in effect from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requesttime to time. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 2.10 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 2.13 shall govern) or participating in any Facility LC or to any LC Issuer of agreeing to issue any Facility LC hereunder and (ii) Excluded Taxeschanges in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender or such LC Issuer is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after or such Lender obtains knowledge of such increased costs LC Issuer (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender or such LC Issuer, as applicable, additional amounts sufficient to compensate such Lender or such LC Issuer, as applicable, for such increased cost. 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 A certificate as to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Agent by such Lender or such LC Issuer, howeveras applicable, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender or LC Issuer determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or such LC Issuer or any corporation controlling such Lender or such LC Issuer, as applicable, and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder or to participate in Facility LCs hereunder and other commitments of this typetype or such LC Issuer's issuance of Facility LCs hereunder, then, upon demand by such Lender made not later than 60 days after or such Lender obtains knowledge of such increase in capital LC Issuer, as applicable, (with a copy of such demand to the Agent), the Company Borrower shall pay to the Agent for the account of such LenderLender or such LC Issuer, as applicable, from time to time as specified by such LenderLender or such LC Issuer, as applicable, additional amounts sufficient to compensate such Lender or such LC Issuer, as applicable, or such corporation in the light of such circumstances, to the extent that such Lender or such LC Issuer, as applicable, reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder or to participate in Facility LCs hereunder or such LC Issuer's issuance of Facility LCs hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Agent by such Lender and the amount of or such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); providedLC Issuer, howeveras applicable, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No In the event that a Lender demands payment from the Borrower shall be obligated for amounts owing pursuant to pay under subsection (a) or (b) of this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to 2.10, the 12 months immediately preceding the date of demand for Borrower may, upon payment of such amountsamounts and subject to the requirements of Sections 8.04 and 8.07, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand substitute for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge another financial institution, which financial institution shall be an Eligible Assignee and shall assume the Commitments of such increase) of such law, regulation, guideline or request Lender and such Borrower's obligation to compensate purchase the Outstanding Credit Exposures held by such Lender for such amount is contingent upon such Lender's so notifying such Borrower; in accordance with Section 8.07, provided, however, that any failure by such Lender to provide such notice (i) no Default shall not affect such Borrower's have occurred and be continuing, (ii) the Borrower shall have satisfied all of its obligations under this Section 2.11 in connection with the Loan Documents with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified Lender, and (iii) if such Borrower of assignee is not a Lender, (A) such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal assignee is acceptable to the amount of such recoupment as reasonably determined by such LenderAgent and (B) the Borrower shall have paid the Agent a $3,000 administrative fee.

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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation Applicable Law or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender Authority charged with the administration, enforcement or interpretation thereof (whether or not having the force of law), ) there shall be any increase in the cost to the Lender or any Secondary Lender, any entity which enters into a commitment to make or purchase Advances of any interest therein under any Program Document or any of their respective Affiliates (each an "Affected Person") (or any corporation controlling the Lender (which cost such Lender reasonably determines in good faith is materialor any Secondary Lender) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)the Borrower, then the Borrower of such Advances shall from time to time, upon demand by the Lender or such Secondary Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the 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. Each Lender agrees that if In determining such Lender requests compensation for any amounts owing from a Borrower for such increased cost under this Section 2.11(a)amount, such Lender shallAffected Person may use any reasonable averaging and attribution methods, 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 verifying that such increased cost was actually incurred consistent with the averaging and attribution methods generally used by such Lender and Affected Person in determining amounts of this type with respect to other borrowers. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower by the Lender or such Secondary Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender If an Affected Person determines that compliance with any law or regulation or any guideline Applicable Law or request from any central bank or other governmental authority having jurisdiction over any Lender Authority charged with the interpretation or administration thereof (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender Affected Person and that the amount of such capital is increased by or based upon the existence of such LenderAffected Person's commitment to lend hereunder and other commitments of this typeunder the Program Documents or upon such Affected Person's making, funding or maintaining Advances, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital Affected Person (with a copy of such demand to the Agent), the Company Borrower shall immediately pay to the Agent for the account of such LenderAffected Person, from time to time as specified by such LenderAffected Person, additional amounts sufficient to compensate such Lender or such corporation Affected Person in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a A certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate amounts submitted to the Agent); provided, however, that Borrower by such certificate Affected Person shall be conclusive and binding for all purposes, absent manifest error. (c) No The Affected Person agrees to use reasonable efforts to advise the Borrower promptly of the occurrence of any circumstances giving rise to a claim for reimbursement pursuant to the foregoing Sections 2.07(a) or 2.07(b), but the failure to do so shall not affect or impair the Borrower's obligations thereunder. The Affected Person further agrees that amounts payable as specified in Sections 2.07(a) or 2.07(b) by the Borrower specified in any Certificate referenced in Sections 2.07(a) and 2.07(b) shall be obligated limited to pay under this Section 2.11 any amounts which relate to costs accrued or increases of capital incurred prior by such Affected Person during the one hundred and eighty (180) day period preceding the Affected Person's delivery to the 12 months immediately preceding the date of demand for payment Borrower of such amountscertificate. (d) The Affected Person agrees that, unless upon the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case occurrence of any lawevent giving rise to additional amounts pursuant to Sections 2.07(a) or 2.07(b), regulationit will, guideline or request which is imposed retroactivelyif requested by the Borrower, use reasonable efforts (subject to overall policy considerations of the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increaseAffected Person) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrowerdesignate a different lending office; provided, however, that such designation is made on such terms that the Affected Person and its lending office suffer no economic, legal or regulatory disadvantage, with the object of avoiding future consequence of the event giving rise to the operation of any failure such Section. If such increased costs are not eliminated by any such designation and the applicable Affected Person does not waive payment of such additional amounts, the Agent, may at its sole discretion within sixty (60) days, recommend to the Borrower a replacement Lender or Secondary Lender, as the case may be, not so affected. If after the sixty (60) day period described in the preceding sentence a replacement Lender or Secondary Lender, as the case may be, has not been procured, the Borrower may propose a replacement Lender or Secondary Lender, as the case may be, not so affected and, upon approval of the Agent, the Affected Person shall assign its interests hereunder to provide such notice a replacement Lender or Secondary Lender, as the case may be. The parties hereby agree that unless and until the Affected Person to be replaced (i) is paid in full for all amounts due and owing hereunder and under any other Program Document, and (ii) enters into assignment documents with the replacement Lender or Secondary Lender, as the case may be, which are reasonably satisfactory to such Affected Person, it shall not affect have no obligation to assign any of its rights and interests hereunder. Each such Borrower's Affected Person agrees to take all actions necessary to permit a replacement to succeed to its rights and obligations under hereunder. The Borrower agrees to pay all reasonable expenses incurred by the Affected Person in utilizing another lending office of the Affected Person or in assigning its interest pursuant to this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under 2.07(d). Nothing in this Section 2.11, such Lender 2.07(d) shall remit to such affect or postpone any of the obligations of the Borrower an amount equal to or the amount rights of such recoupment as reasonably determined by such Lenderthe Affected Person elsewhere herein.

Increased Costs. (a) If, after the date hereofof delivery of this Agreement, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) in the compliance with interpretation, administration or enforcement thereof by any guideline court or request from any central bank or other governmental authority having jurisdiction over charged with the administration thereof or any Lender action by any governmental authority (whether or not having constituting or resulting from such change) shall either (1) impose, modify or deem applicable any reserve, assessment, special deposit or similar requirement against letters of credit issued by the force Bank, or (2) impose on the Bank any other condition regarding this Agreement or the Letter of law)Credit, there and the result of any such event shall be any to increase in the cost to any Lender the Bank of issuing or maintaining the Letter of Credit (which increase in cost shall be the result of the Bank’s reasonable allocation of the aggregate of such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs cost increases resulting from (i) Taxes or Other Taxes (as such events and shall be calculated without giving effect to which Section 2.14 shall govern) and (ii) Excluded Taxesany participation granted in the Letter of Credit), then then, upon demand by the Borrower of such Advances Bank, the Company shall pay to the Bank from time to time, upon demand within 30 days of the Company’s receipt of the certificate referred to in paragraph 2.05(b) below, as specified by the Bank in writing, such Lender made not later than 60 days after such Lender obtains knowledge additional amounts which shall be sufficient to compensate the Bank for the portion of such increased costs (with a copy of such demand that are allocable to the Agent), pay Letter of Credit. (b) The Bank shall deliver to the Agent for the account of such Lender additional amounts sufficient Company a certificate as to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually costs incurred by such Lender the Bank as a result of any event referred to in subsection (a) of this Section, and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposesconclusive, absent manifest error, as to the amount thereof. In making the determination contemplated by such certificate, the Bank may make such reasonable, estimates, assumptions, allocations, and the like that the Bank deems to be appropriate. (bc) The Bank shall make a good faith effort to notify the Company when the Bank becomes aware of circumstances that may in the future require the imposition of increased costs pursuant to this Section, but the failure to give such notice shall not preclude the imposition of such increased costs. (d) If, after the date hereofof this Agreement, the Bank shall have determined that the adoption or implementation of any Lender determines that compliance with any law applicable law, rule or regulation regarding capital adequacy, or any guideline change therein, or request from any change in the interpretation or administration thereof by any governmental authority, central bank or other governmental authority having jurisdiction over comparable agency charged with the interpretation or administration thereof, or compliance by the Bank with any Lender request or directive regarding capital adequacy (whether or not having the force of law) affects of any such authority, central bank or comparable agency, has or would affect have the effect of reducing the rate of return on the Bank’s capital, on this credit facility or otherwise, as a consequence of its obligations hereunder and under the Letter of Credit to a level below that which the Bank could have achieved but for such adoption, change or compliance (taking into consideration the Bank’s policies with respect to capital adequacy) by an amount of capital required or expected deemed by the Bank to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment material, then from time to lend hereunder and other commitments of this typetime, then, promptly upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent)Bank, the Company shall hereby agrees to pay to the Agent for Bank such additional amount or amounts as will compensate the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company Bank for such increase in capital reduction. A certificate of the Bank claiming compensation under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital subsection and setting forth in reasonable detail the basis therefore (with a copy of such certificate additional amount or amounts to the Agent); provided, however, that such certificate be paid to it hereunder shall be conclusive and binding for all purposes, absent manifest error. In determining any such amount, the Bank may use any reasonable averaging and attribution methods. (ce) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to Upon the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case occurrence of any law, regulation, guideline of the events described in paragraphs 2.05(a) or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If above, the Company may, at its option, provide a substitute letter of credit for the Letter of Credit, in which event the Bank will refund any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore prepaid Letter of Credit fees provided all Obligations have been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lenderpaid in full.

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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation (including, but not limited to, any changes resulting in the failure of the Mandatory Cost, as calculated hereunder, to represent the cost to any Lender of complying with the requirements of the Bank of England and/or the Financial Services Authority or the European Central Bank in relation to its making, funding or maintaining Eurocurrency Rate Advances) or (ii) the compliance with any guideline or request from issued by any central bank or other governmental authority having jurisdiction over including, without limitation, any Lender agency of the European Union or similar monetary or multinational authority after the date hereof (whether or not having the force of law), ) there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Eurocurrency Rate Advances 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 Taxeschanges in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or is otherwise subject to tax), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each Lender agrees , provided that if such Lender requests compensation for any amounts owing from a the Borrower for such increased cost under this Section 2.11(a), such Lender shall, prior to a Borrower being shall not be required to pay any such increased costs, furnish additional amounts to the extent such Borrower a certificate of a senior financial officer additional amounts accrued prior to the date that is six months prior to the date of such Lender verifying that such increased cost was actually incurred by such Lender and notice. A certificate in reasonable detail as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Agent by such Lender contemporaneously with the demand for payment, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrower shall 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 allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if A certificate in reasonable detail as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Agent by such Lender and contemporaneously with the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate demand for payment shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)) made or issued after the date of the Existing Credit Agreement, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances issuing or participating in Letters of Credit (excluding for purposes of this Section 2.11 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 2.15 shall govern) and (ii) Excluded Taxeschanges 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 of such Advances Borrowers 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 Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each ; provided that a Lender claiming additional amounts under this Section 2.12(a) agrees that 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 Lender requests compensation for any amounts owing from a Borrower for designation or the taking of such actions would avoid the need for, or reduce the amount of, such increased cost under this Section 2.11(a)that may thereafter accrue and would not, in the reasonable judgment of such Lender shallLender, prior to a Borrower being required to pay such increased costs, furnish be otherwise disadvantageous to such Borrower a Lender. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost, submitted to the Borrowers and the Agent by such Lender, shall be entitled to a presumption of correctness. If any Borrower so notifies the Agent after any Lender notifies the Borrowers of any increased cost and setting forth in reasonable detail pursuant to the basis therefore (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 copy Person that is an Eligible Assignee in accordance with the terms of Section 9.07 (and the Lender being so replaced shall take all action as may be necessary to assign its rights and obligations under this Agreement to such certificate to the AgentEligible Assignee); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any change after the date of the Existing Credit Agreement in law or regulation or any guideline or request after the date of the Existing Credit Agreement from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrowers shall 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 entity in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrowers and the Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorentitled to a presumption of correctness. (c) No Borrower The Borrowers shall not be obligated required to pay under compensate a Lender pursuant to this Section 2.11 for any amounts which relate to increased costs or increases of capital or reserve requirement or pursuant to Section 2.15 for any taxes incurred more than six months prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge notifies the Borrowers of the change or issuance giving rise to such increased costs or capital or reserve requirement or tax and of such increase) of Lender’s intention to claim compensation therefor; provided that if the change or issuance giving rise to such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from increased costs or increases capital or reserve requirement or tax is retroactive, then the six-month period referred to above shall be extended to include the period of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestretroactive effect thereof. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over including, without limitation, any Lender agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, continuing, converting to, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 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) Excluded TaxesOther Connection Taxes that are imposed on or measured by overall net income, or that are franchise taxes or branch profits taxes), then the Borrower of such Advances shall 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 Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each cost provided, however, that before making any such demand, each Lender agrees that 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 Lender requests compensation for any amounts owing from a Borrower for designation would avoid the need for, or reduce the amount of, such increased cost under this Section 2.11(a)and would not, in the reasonable judgment of such Lender shallLender, prior to a Borrower being required to pay such increased costs, furnish be otherwise disadvantageous to such Borrower a Lender. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. Such certificate shall be in reasonable detail and shall certify that the claim for additional amounts referred to therein is generally consistent with such Lender’s treatment of similarly situated borrowers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender shall not be required to disclose any confidential or proprietary information therein. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation or other entity controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrower shall 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 or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under . For the avoidance of doubt, this Section 2.11 2.11(b) shall apply to all requests, rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Regulations and Supervisory Practices (or any amounts which relate to costs successor or increases similar authority) or the United States financial regulatory authorities, regardless of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amountsadopted, unless the applicable lawissued, regulation, guideline promulgated or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestimplemented. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, If on or after the date hereofof this Agreement, due to either any Lender or LC Issuer determines that (i) the introduction of or any change (other than than, in the case of Eurodollar Advances, any change by way of imposition or increase of reserve requirements requirements, included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there ) shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) or such LC Issuer, as the case may be, of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 issuing or participating in any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes)Facility LC, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after or such Lender obtains knowledge of such increased costs LC Issuer (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender or such LC Issuer additional amounts (without duplication of any amount payable pursuant to Section 2.14) sufficient to compensate such Lender or such LC Issuer for such increased cost. Each ; provided that no Lender agrees shall be entitled to demand such compensation more than 90 days following the last day of the Interest Period in respect of which such demand is made and no LC Issuer shall be entitled to demand such compensation more than 90 days following the expiration or termination (by a drawing or otherwise) of the Facility LC in respect of which such demand is made; provided, further, that the foregoing proviso shall in no way limit the right of any Lender or an LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described in clause (i) or (ii) above if such 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 demand is made within 90 days after the implementation of such Lender verifying that such increased cost was actually incurred by such Lender and retroactive law, interpretation, guideline or request. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower and the Administrative Agent by a Lender or an LC Issuer, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) IfIf any Lender or LC Issuer determines that, after the date hereofof this Agreement, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) regarding capital adequacy requirements affects or would affect the amount of capital required or expected to be maintained by such Lender or such LC Issuer or any corporation Person controlling such Lender or such LC Issuer and that the amount of such capital is increased by or based upon the existence of such Lender's ’s Commitment, such LC Issuer’s commitment to lend hereunder and other commitments of this typeissue Facility LCs, the Advances made by such Lender or the Reimbursement Obligations owed to such LC Issuer, as the case may be, then, upon demand by such Lender made not later than 60 days after or such Lender obtains knowledge of such increase in capital LC Issuer (with a copy of such demand to the Administrative Agent), the Company Borrower shall immediately pay to the Administrative Agent for the account of such LenderLender or such LC Issuer, from time to time as specified by such LenderLender or such LC Issuer, additional amounts sufficient to compensate such Lender Lender, such LC Issuer or such corporation controlling Person, as applicable, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if ▇▇▇▇▇▇’s Commitment or the Advances made by such Lender requests compensation for any amounts owing from the Company for or such LC Issuer determines such increase in capital under this Section 2.11(b), to be allocable to such LC Issuer’s commitment to issue Facility LCs or the Reimbursement Obligations owed to such LC Issuer; provided that no Lender shall, prior shall be entitled to a Borrower being required demand such compensation more than one year following the payment to compensate such Lender or for such increase in capital, furnish to the Company a certificate of a senior financial officer account of such Lender verifying that of all other amounts payable hereunder by the Borrower and the termination of such increase in capital was actually required ▇▇▇▇▇▇’s Commitment and no LC Issuer shall be entitled to demand such compensation more than one year after the expiration or termination (by drawing or otherwise) of all Facility LCs issued by such Lender LC Issuer and the amount termination of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate LC Issuer’s commitment to the Agent)issue Facility LCs; provided, howeverfurther, that the foregoing proviso shall in no way limit the right of any Lender or LC Issuer to demand or receive such compensation to the extent that such compensation relates to the retroactive application of any law, regulation, guideline or request described above if such demand is made within one year after the implementation of such retroactive law, interpretation, guideline or request. A certificate as to such amounts submitted to the Borrower and the Administrative Agent by the applicable Lender or LC Issuer shall be conclusive and binding binding, for all purposes, absent manifest error. (c) No Borrower shall be obligated Any Lender claiming compensation pursuant to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to change the related Borrower not later than 12 months from jurisdiction of its Applicable Lending Office if the date that such Lender should reasonably have known (but promptly upon gaining knowledge making of such increase) a change would avoid the need for, or reduce the amount of, any such compensation that may thereafter accrue and would not, in the reasonable judgment of such lawLender, regulation, guideline or request and such Borrower's obligation be otherwise disadvantageous to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)) made or issued after the Effective Date, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make issue, participate in, fund or makingmaintain, or issuing, participating in, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances Letters of Credit (excluding for purposes of this Section 2.11 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 2.15 shall govern) and (ii) Excluded Taxeschanges in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Office or any political subdivision thereof), then the Borrower of such Advances Borrowers 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 Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each ; provided that a Lender claiming additional amounts under this Section 2.12(a) agrees that 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 Lender requests compensation for any amounts owing from a Borrower for designation or the taking of such actions would avoid the need for, or reduce the amount of, such increased cost under this Section 2.11(a)that may thereafter accrue and would not, in the reasonable judgment of such Lender shallLender, prior to a Borrower being required to pay such increased costs, furnish be otherwise disadvantageous to such Borrower a Lender. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost, submitted to the Borrowers and the Agent by such Lender, shall be 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 and setting forth in reasonable detail pursuant to the basis therefore (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 copy Person that is an Eligible Assignee in accordance with the terms of Section 9.16 (and the L/C Lender being so replaced shall take all action as may be necessary to assign its rights and obligations under this Agreement to such certificate to the AgentEligible Assignee); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any change after the Effective Date in law or regulation or any guideline or request after the Effective Date from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation entity controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrowers shall 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 entity in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrowers and the Agent by such Lender and the amount shall be entitled to a presumption of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate correctness. Notwithstanding anything herein to the Agent); providedcontrary, howeverthe ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, that such certificate rules, guidelines, requirements and directives thereunder issued in connection therewith or in implementation thereof and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be conclusive and binding for all purposesdeemed to be a change in law covered by this Section 2.12 regardless of the date enacted, absent manifest erroradopted, issued or implemented. (c) No Borrower The Borrowers shall not be obligated required to pay under compensate a Lender pursuant to this Section 2.11 for any amounts which relate to increased costs or increases of capital capital, liquidity or reserve requirement or pursuant to Section 2.15 for any Taxes incurred more than six months prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge notifies the Borrowers of the change or issuance giving rise to such increased costs or capital, liquidity or reserve requirement or Tax and of such increase) of Lender’s intention to claim compensation therefor; provided that if the change or issuance giving rise to such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from increased costs or increases capital, liquidity or reserve requirement or Tax is retroactive, then the six-month period referred to above shall be extended to include the period of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestretroactive effect thereof. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage, in each case as of the date of determination thereof) in or in the interpretation of any law or regulation regulation, in each case as of the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)) which implements any introduction or change specified in clause (i) above, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)Loans, then the Borrower of such Advances shall from time to time, upon within ten Business Days after written demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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, incurred during the 120-day period prior to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate of a senior financial officer the date of such Lender verifying that such increased cost was actually incurred by such Lender and demand. A certificate as to the amount of such increased cost cost, submitted to the Borrower and setting forth the Administrative Agent by such Lender and showing in reasonable detail the basis therefore (with a copy for the calculation thereof, shall be prima facie evidence of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error.costs. ----- ----- (b) If, after the date hereof, If any Lender determines that compliance with (i) the introduction of or any change in or in the interpretation of, any law or regulation regulation, in each case after the date hereof, or (ii) any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) which implements any introduction or change specified in clause (i) above, affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon within ten Business Days after written demand by such Credit Agreement ---------------- Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall from time to time pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstancescircumstances incurred during the 120-day period prior to the date of such demand, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Administrative Agent by such Lender and the amount of such increase in capital and setting forth showing in reasonable detail the basis therefore (with a copy for the calculation thereof shall be prima facie evidence of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error.costs. ----- ----- (c) No Without limiting the effect of the foregoing, the Borrower shall be obligated pay to pay under each Lender on the last day of each Interest Period so long as such Lender is maintaining reserves against Eurocurrency Liabilities (or so long as such Lender is maintaining reserves against any other category of liabilities that includes deposits by reference to which the interest rate on Eurodollar Rate Loans is determined as provided in this Section 2.11 Agreement or against any amounts which relate to costs category of extensions of credit or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment other assets of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of Lender that includes any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any Eurodollar Rate Loans) an additional amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure determined by such Lender and notified to provide the Borrower through the Administrative Agent) equal to the product of the following for each Eurodollar Rate Loan for each day during such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after Interest Period: (i) the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower principal amount of such law, regulation, guideline or requestEurodollar Rate Loan outstanding on such day; and (iii) 1/360. (d) If the Borrower is required to pay any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower amounts under this Section 2.113.03, such the applicable Lender shall remit be an "Affected Person", and the --------------- Borrower shall have the rights set forth in Section 3.06 to replace such Borrower an amount equal to the amount of such recoupment as reasonably determined by such LenderAffected Person.

Increased Costs. (a) If, after the date hereof, due to either 4.1 If by reason of (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation its interpretation or administration and/or (ii) the compliance with any guideline request or request from requirement of any central bank or other governmental fiscal, monetary or other authority having jurisdiction over any (including without limitation, a request or requirement which affects the manner in which the Lender allocates capital resources to its obligations hereunder):- (whether a) the Lender incurs a cost as a result of entering into this Agreement performing its obligations and/or assuming or not having maintaining its commitment hereunder and/or making the force of law), Loan available; or (b) there shall be is any increase in the cost to any the Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances all or LIBO Rate Advances any of the advances comprised in a class of advances formed by or including the Loan; or (excluding for purposes c) the Lender incurs a cost as a result of this Section 2.11 its having made the Loan available or the Lender becomes liable to make any payment on account of tax or otherwise (other than a tax imposed on its overall net income) on or calculated by reference to the amount of the Loan and/or any sum received or receivable by it hereunder, or any liability in respect of any such increased costs resulting from (i) Taxes payment is imposed, levied or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), assessed against the Lender then the Borrower of such Advances shall from time to time, upon time within three Business Days of a demand by the Lender, pay to the Lender amounts sufficient to indemnify the Lender against, as the case may be, (i) such costs, (ii) such reduction in the rate of return (or such proportion of such reduction as is in the opinion of the Lender made not later than 60 days after attributable to its obligations hereunder), (iii) such Lender obtains knowledge increased costs (or such proportion of such increased costs as is in the opinion of the Lender attributable to its funding the Loan), or (with iv) such cost or liability (or such proportion thereof as is in the opinion of the Lender attributable to making the Loan available). 4.2 If the Lender makes a copy claim pursuant to Clause 4.1 it shall promptly after it becomes aware of the circumstances giving rise to such demand claim deliver to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying to that such increased cost was actually incurred by such Lender and the amount of such increased cost and effect setting forth out in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such claim. This certificate shall be conclusive and binding for all purposes, absent in the absence of manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. 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 Eurodollar Rate Reserve Percentage) in Law or in the official interpretation of any law thereof or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority having jurisdiction over any such Lender (whether or not having the force of law) adopted or made (a) in the case of the Initial Lenders, after the date of this Agreement; and (b) in the case of any other Lender, after the date such Lender shall have become a party to this Agreement by executing and delivering an Assignment and Acceptance or a Designation Agreement (as the case may be), there shall be any increase in the cost to any Lender (which cost costs are reasonably incurred by 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 Eurodollar Rate Advances Advances; or LIBO Rate Advances (excluding for purposes ii) any increase in the amount of capital required to be maintained by such Lender or any corporation controlling such Lender, based upon the existence of such Lender's commitment to lend under this Agreement and other commitments of this Section 2.11 type, 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 under this Agreement. The foregoing indemnity shall not apply to (A) any such increased costs 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 twenty (120) days prior to demand for indemnification being made or (C) any such losses resulting from (i1) Taxes or Other Taxes (as to which Section 2.14 2.13 shall govern); or (2) and (ii) Excluded Taxes), then 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. The Borrower of such Advances shall from time to time, upon within thirty (30) days following demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs complying with Section 8.04(d) (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorlosses. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 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 having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes Advances, then such Lender shall so notify the Borrower promptly after such Lender knows of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) cost and (ii) Excluded Taxes), then determines that such cost is material and the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost and setting forth in reasonable detail and stating the basis therefore (with a copy 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 certificate costs hereunder is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the Agent); providedBorrower and which are subject to similar provisions, howeversubmitted to the Borrower and the Administrative Agent by such Lender, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with either (i) the introduction of or change in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any hereafter promulgated guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is materially increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, thenthen such Lender shall so notify the Borrower promptly after such Lender makes such determination and, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay to such Lender within five days from the Agent for the account date of such Lenderdemand, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a A certificate of a senior financial officer of such Lender verifying as to such amount in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender's method of allocating such increase in of capital was actually required by is fair and reasonable and that such Lender and the amount Lender's demand for payment of such increase in of capital and setting forth in reasonable detail the basis therefore (hereunder is not inconsistent with its treatment of other borrowers which, as a copy of such certificate credit matter, are substantially similar to the Agent); providedBorrower and which are subject to similar provisions, howeversubmitted to the Borrower and the Administrative Agent by such Lender, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No The Borrower shall not be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such the Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such the Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such the Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such the Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a the Borrower) for which such Lender has theretofore been compensated by a the Borrower under this Section 2.11, such Lender shall remit to such the Borrower an amount equal to the amount of such recoupment as reasonably determined recoupment. Amounts required to be paid by such Lenderthe Borrower pursuant to this Section 2.11 shall be paid in addition to, and without duplication of, any amounts required to be paid pursuant to Section 2.14.

Increased Costs. (a) If, after the date hereof, due to either (i) If at any time any Lender or Program Support Provider shall determine that as a result of the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in after the Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law law, treaty or governmental rule, regulation or (ii) order or the compliance by such Lender or Program Support Provider with any guideline guideline, request or request directive after the date hereof from any central bank or other governmental authority having jurisdiction over any Lender Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) or Program Support Provider of agreeing to make or making, funding funding, guaranteeing or maintaining Eurodollar Rate Advances or LIBO Rate Advances any portion of the Loan (excluding for purposes except in respect of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon within five (5) Business Days of a demand (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail) by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs or Program Support Provider (with a copy of such demand to the Agent, the Board and the Loan Administrator), pay to the Agent for the account of such Lender or Program Support Provider additional amounts sufficient to compensate such Lender or Program Support Provider for such increased cost. Each ; provided that no Lender agrees that if or Program Support Provider shall be entitled to claim any such Lender requests compensation additional amount for any amounts owing from a Borrower for such increased cost under this Section 2.11(a), such Lender shall, incurred more than six (6) months prior to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate of a senior financial officer the making of such Lender verifying that such increased cost was actually incurred by such Lender and demand. A certificate as to the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); provided, however, that Borrower (and the Agent and the Board) by such certificate Lender or Program Support Provider shall be conclusive and binding for all purposes, absent manifest error. (b) If. Each Lender or Program Support Provider shall promptly notify in writing the Borrower, the Agent and the Board of any event of which such Lender or Program Support Provider has knowledge, occurring after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or which would affect the amount of capital required or expected to be maintained by entitle such Lender or any corporation controlling Program Support Provider to compensation pursuant to this Section 2.9(c) and will designate a different lending office if such Lender and that designation will avoid the need for, or reduce the amount of, such compensation and will not, in the judgment 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 made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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, Program Support Provider be otherwise materially disadvantageous to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorit. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law law, rule, regulation or regulation treaty or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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) or clauses (ii)-(iv) of the definition of Excluded Taxes and (ii) Excluded Taxeschanges 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 of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that (i) before making any such demand, each Lender agrees to use reasonable efforts (consistent with its legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender and (ii) such Lender shall, in making demand under this Section 2.11, certify that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrower hereunder. A certificate as to the amount of such increased cost, submitted to the Borrower and the Administrative Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any law law, rule, regulation or regulation treaty or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent)lend; provided, however, that before making any such demand, each Lender shall, in making demand under this Section 2.11, certify that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrower 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. (c) No Failure or delay on the part of any Lender to demand compensation pursuant to this Section 2.11, shall not constitute a waiver of such Lender’s right to demand such compensation; provided, that, the Borrower shall not be obligated required to pay under compensate a Lender pursuant to this Section 2.11 for any amounts which relate to increased costs or increases of capital reductions incurred more than six months prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge notifies the Borrower of the change or circumstance giving rise to such increased costs or reductions and of such increase) of such law, regulation, guideline or request and such Borrower's obligation Lender’s intention to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrowerclaim compensation therefor; provided, howeverfurther, that any failure by that, if the change or circumstance giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof. Any Lender to provide such notice shall not affect such Borrower's obligations making a claim for compensation under this Section 2.11 may be required to assign all of its rights and obligations hereunder upon a request by the Borrower in accordance with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestSection 2.21. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under For the avoidance of doubt, this Section 2.112.11 shall apply to all requests, such Lender shall remit rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to such Borrower an amount equal to Basel III, in each case, regardless of the amount of such recoupment as reasonably determined by such Lenderdate adopted, issued, promulgated 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 Eurodollar Rate Reserve Percentage) in or in the interpretation interpretation, administration, implementation or application of (to the extent any law such introduction or change occurs after the date hereof) any law, rule, treaty or regulation or (ii) the compliance with any guideline guideline, rule, directive or request from of any central bank or other governmental authority having jurisdiction over any Lender adopted or made after the date hereof (whether or not having the force of law), there shall be any increase in the cost (other than on account of (x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)Loans, then the Borrower of such Advances shall from time to time, upon demand within 30 days after delivery by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs to the Borrower (with a copy of such demand to the Administrative Agent)) of a certificate as to the amount of (and specifying in reasonable detail the basis for) such increased cost, pay (subject to Section 2.11(c)) to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such the increased cost and setting costs set forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such (which certificate shall be conclusive and binding for all purposes, absent manifest error); provided that, before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (b) If, after the date hereof, If any Lender determines that compliance with any law law, rule, treaty or regulation enacted or introduced after the date hereof or any guideline guideline, rule, directive or request from of any central bank or other governmental authority having jurisdiction over any Lender adopted or made (subject to Section 2.11(d) below) after the date hereof (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand within 30 days after delivery by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital to the Borrower (with a copy of such demand to the Administrative Agent)) of a certificate as to (and specifying in reasonable detail the basis for) the Additional Amounts (as hereinafter defined) requested by such Lender, the Company Borrower shall pay (subject to Section 2.11(c)) to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase specified in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such (which certificate shall be conclusive and binding for all purposes, absent manifest error). For purposes hereof, the “Additional Amounts” that may be requested by any Lender under this Section 2.11(b) means such amounts as such Lender shall reasonably determine to be sufficient to compensate such Lender or any corporation controlling such Lender for any costs that such Lender reasonably determines are attributable to the maintenance by such Lender (or such corporation) of capital or liquidity in respect of its commitments to lend hereunder (such compensation to include, without limitation, an amount equal to any reduction of the rate of return on assets or equity of such Lender (or such corporation) to a level below that which such Lender (or such corporation) could have achieved but for the enactment or introduction of such law or regulation or the adoption or making of such guideline or request). (c) No The Borrower shall not be obligated to pay under any additional amounts arising pursuant to clauses (a) and (b) of this Section 2.11 any amounts which relate to costs or increases of capital incurred prior that are attributable to the 12 months immediately preceding the date of demand for payment of Excluded Period with respect to such amountsadditional amount; provided, unless the that if an applicable law, rule, regulation, guideline or request resulting in shall be adopted or made on any date and shall be applicable to the period (a “Retroactive Period”) prior to the date on which such costs or increases of capital is imposed retroactively. In the case of any law, rule, regulation, guideline or request which is imposed retroactivelyadopted or made, the limitation on the Borrower’s obligations to pay such additional amounts hereunder shall not apply to the additional amounts payable in respect of such Retroactive Period. (d) Notwithstanding the foregoing, this Section 2.11 shall apply to all requests, rules, guidelines or directives concerning capital adequacy issued in connection with the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign financial regulatory authorities, in each case pursuant to Basel III, regardless of the date adopted, issued, promulgated or implemented; provided that any claim made by a Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date be generally consistent with such Lender’s treatment of other customers of such Lender that such Lender should reasonably have known considers, in its reasonable discretion, to (but promptly upon gaining knowledge of such increasei) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal be similarly situated to the amount of such recoupment as reasonably determined by Borrower and (ii) have generally similar provisions in their credit agreements with 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 Eurodollar Rate Reserve Percentage) date hereof in or in the interpretation of any law or regulation or (iib) the compliance with any guideline or request promulgated after the date hereof from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in (i) the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 2.10 any such increased costs resulting from (i) 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 to which Section 2.14 shall governa result of a present or former connection between such Lender and such foreign jurisdiction or state) and or (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon on the existence of such Lender's commitment its Commitment hereunder, then the Borrowers jointly and severally agree from time to lend hereunder and other commitments time, within five Business Days after receipt by both Borrowers of this type, then, upon a written demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company shall to pay to the Administrative Agent for the account of such Lender, Lender additional amounts as shall accrue from time to time as specified and after the date of demand by such Lender, additional amounts sufficient Lender to compensate such Lender for such increased cost or such corporation increase of capital; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to minimize such additional amounts and to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost or such increase of capital and would not, in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence reasonable judgment of such Lender's commitment , be otherwise disadvantageous to lend hereunder. Each Lender agrees such Lender; and provided, further, that if the Borrowers shall be required jointly and severally to pay to such Lender requests compensation for any only such additional amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being as shall be required to compensate such Lender for such increased cost or such increase in capitalof capital as shall accrue from and after the date of demand by such Lender. In determining such additional amounts, furnish to the Company a certificate of a senior financial officer of such Lender verifying will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such increase in capital was actually required by such Lender and the amount Lender’s determination of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate compensation owing under this Section 2.10 shall be conclusive and binding for all purposesbinding, absent manifest error. (c) No . Each Lender, upon determining that any additional amounts will be payable pursuant to this Section 2.10, will give prompt written notice thereof to the Borrowers, which notice shall show the basis for the calculation of such additional amounts. Notwithstanding anything herein to the contrary, either Borrower shall be obligated have the right to pay unilaterally terminate the Commitment of any Lender demanding additional amounts under this Section 2.11 2.10 sixty (60) days after providing to such Lender a notice of termination; provided that 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 which relate payable by such Borrower to costs or increases such Lender under this Agreement. Notwithstanding any provision of capital incurred prior this Agreement to the 12 months immediately preceding contrary, Section 2.13 shall provide the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal exclusive remedy to the amount Lenders in respect of such recoupment as reasonably determined by such LenderTaxes and Other 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), in each case announced after the date hereof or the date a Lender becomes a party hereto pursuant to an Assumption Agreement or an Assignment and Assumption, as applicable (provided that any such Lender assignee shall be entitled to compensation under this Section to the same extent that the Lender assigning such interest was entitled to claim as of the date of such assignment), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 2.10 any such increased costs resulting from (i) taxes, including Taxes or Other Taxes (as to which Section 2.14 2.13 shall govern) and (ii) Excluded Taxes)), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore reasons for and amount (with a copy including the calculation) of such certificate increased cost, submitted to the Agent); providedBorrower and the Agent by such Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error; provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) announced after the date hereof or the date a Lender becomes a party hereto pursuant to an Assumption Agreement or an Assignment and Assumption, as applicable (provided that any such Lender assignee shall be entitled to compensation under this Section to the same extent that the Lender assigning such interest was entitled to claim as of the date of such assignment), affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this typehereunder, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrower shall 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 or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from . (c) For the Company for such increase in capital under avoidance of doubt, this Section 2.11(b)2.10 shall apply to all requests, such Lender shallrules, prior guidelines or directives (x) issued in connection with the D▇▇▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act or (y) promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to a Borrower being required to compensate such Lender for such increase in capitalBasel III, furnish to regardless of the Company a date enacted, adopted or issued. A certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore reasons for and such amounts (with including a copy of such certificate calculation thereof) submitted to the Agent); provided, however, that Borrower and the Agent by such certificate Lender shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any the Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining any Loans at the Eurodollar Rate Advances 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)Rate, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent)Lender, pay to the Agent for the account of such Lender additional amounts sufficient to compensate such the Lender for such increased cost. 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 A certificate as to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate cost, submitted to the Agent); providedBorrower by the Lender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, . If the Borrower so notifies the Lender within five Business Days after the date hereof, Lender notifies the Borrower of any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having increased cost pursuant to the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments foregoing provisions of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent)Section 2.10, the Company shall pay to Borrower may either (A) prepay in full all Loans bearing interest at the Agent Eurodollar Rate then outstanding in accordance with Section 2.6(b) and, additionally, reimburse the Lender for such increased cost in accordance with this Section 2.10, or (B) require the account of such LenderLender to, and the Lender shall, convert all Loans bearing interest at the Eurodollar Rate into Loans bearing interest at the Base Rate in effect from time to time as specified by such Lendertime, additional amounts sufficient to compensate such Lender or such corporation in and additionally, reimburse the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase increased cost in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (accordance with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to 2.10, provided that in the 12 months immediately preceding event that the date of demand for payment of such amounts, unless election in (B) is made by 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-------- ---- Borrower, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender obligations to provide such notice make Loans hereunder shall not affect such Borrower's thereafter be deemed to be obligations under this Section 2.11 with respect to amounts resulting make Loans at the Base Rate in effect from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requesttime to time. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) IfIf any applicable law, after the date hereofrule or regulation, due to either (i) the introduction of or any change (other than therein, or any interpretation or change in interpretation or administration thereof by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any governmental authority, central bank or other governmental authority having jurisdiction over comparable agency charged with the interpretation or administration thereof or compliance by any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance Bank with any law request or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender directive (whether or not having the force of law) affects of any such authority, central bank or would affect comparable agency shall subject any Bank to any tax, duty or other charge with respect to its obligation to make LIBOR Advances, or shall change the basis of taxation of payments to any Bank of the principal of or interest on its LIBOR Advances or in respect of any other amounts due under this Agreement, in respect of its LIBOR Advances or its obligation to make LIBOR Advances (except for changes in the rate of tax on the overall net income of such Bank) imposed by the jurisdiction in which such Bank's principal executive office is located and the result of any of the foregoing is to increase the cost to such Bank of making or maintaining any such LIBOR Advances, or to reduce the amount of capital required any sum received or expected to be maintained receivable by such Lender Bank under this Agreement or any corporation controlling such Lender and that under 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 typeNote with respect thereto, then, upon on the earlier of a date within ten (10) days after demand by such Lender made not later than 60 days Bank or the Maturity Date, the Borrower agrees to pay to such Bank such additional amount or amounts as will compensate such Bank for such increased costs. Each Bank will promptly notify the Borrower of any event of which it has knowledge, occurring after the date hereof, which will entitle such Lender obtains knowledge Bank 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 judgment of such increase in capital Bank, be otherwise disadvantageous to such Bank. (with a copy b) A certificate of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests any Bank claiming compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital 10.3 and setting forth in reasonable detail the basis therefore (with a copy of such certificate additional amount or amounts to the Agent); provided, however, that such certificate be paid to it hereunder and calculations therefor shall be conclusive and binding for all purposes, absent in the absence of manifest error. (c) No Borrower shall be obligated to pay . In determining such amount, such Bank may use any reasonable averaging and attribution methods. If any Bank demands compensation under this Section 2.11 10.3, the Borrower may at any amounts which relate time, upon at least five (5) Business Days' prior notice to costs or increases such Bank, prepay in full the then outstanding affected LIBOR Advances of capital incurred prior such Bank, together with accrued interest thereon to the 12 months immediately preceding the date of demand for payment of prepayment. Concurrently with prepaying such amountsLIBOR Advances the Borrower shall borrow a Prime Rate Advance, unless the applicable lawor a LIBOR Advance not so affected, regulationfrom such Bank, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate Bank shall make such Lender for Advance in an amount such that the outstanding principal amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice of the Note shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases equal the outstanding principal amount of capital incurred after the date which occurs 12 months Note immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit prior to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lenderprepayment.

Increased Costs. If at any time a Lender determines in good faith (awhich determination shall be conclusive) Ifand notifies the Borrower through the Administrative Agent that any future law, after the date hereofregulation, due to either (i) the introduction of guideline, interpretation bulletin, order, treaty or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender official directive (whether or not having the force of law), there shall be or any increase change in any present law, regulation, guideline, interpretation bulletin, order, treaty or official directive or in the cost to interpretation or application thereof by any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make authority charged with administration thereof or making, funding by any court or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand compliance 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 Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law request or regulation or directive of any guideline or request from any central bank applicable monetary, fiscal or other governmental agency or authority having jurisdiction over any Lender (whether or not having the force of law), but specifically excluding any change in capital taxes, the rate of taxation applicable to the general income of such Lender or change in the manner of calculation of the general income of such Lender, has the effect in respect of any Drawing of: (a) affects increasing the cost (including the cost of allocating additional capital) of such Lender of making, maintaining or would affect funding its participation in such Drawing; or (b) reducing the amount of capital required principal, interest or expected to be maintained other amount received or receivable by such Lender hereunder or any corporation controlling its effective return hereunder; or (c) causing such Lender and that the amount of to make any payment not required to be made prior to such capital is increased change or event, or to forego any interest or other return on or calculated by reference to any sum received or based upon the existence of receivable by it hereunder not required prior to such Lender's commitment to lend hereunder and other commitments of this typechange or event; then, thenin any such case, upon demand being made to the Borrower by such Lender made not later than 60 through the Administrative Agent within 90 days after such Lender obtains knowledge of such increase in capital the occurrence from time to time of (with a copy a), (b) or (c), the Borrower shall either (i) within 30 days of receipt of such demand to the Agent), the Company shall pay to the Administrative Agent for the account of such Lender, from time to time Lender such amount as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to shall compensate such Lender for such increase additional cost, reduction, payment, foregone interest or other reduced return, or (ii) repay as permitted in capitalSection 8.2(b) hereof the portion of the Facility giving rise to such additional cost, furnish reduction, payment, foregone interest or other reduced return to such Lender, provided that the Company a certificate of a senior financial officer of such Lender verifying that such increase minimum repayment amounts referred to in capital was actually required by such Lender and Section 8.2(b)(i) shall not apply. For greater certainty, if the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated elects to pay under this Section 2.11 any the amounts which relate to costs demanded as provided in (i) and such additional cost, reduction, payment, foregone interest or increases of capital incurred prior to other reduced return continues beyond the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactivelysaid 90 day period, the Lender making may from time to time make additional demands in connection therewith. Notwithstanding the foregoing, each Lender agrees that it will not demand for payment of any amount under this Section 2.11 shall notify the related Borrower aforesaid amounts if it is not later than 12 months from at the date that same time passing similar amounts on to customers of the Lender in Canada on to whom the Lender is by agreement entitled to pass such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestamounts. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

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

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) Party of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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) Excluded Taxeschanges in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs Party (with a copy of such demand to the Paying Agent), pay to the Paying Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that a Lender claiming additional amounts under this Section 2.11(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. If the Borrower so notifies the Paying Agent within ten Business Days after any Lender notifies the Borrower of any increased cost pursuant to the foregoing provisions of this Section 2.11(a), the Borrower may, upon payment of such increased cost to such Lender, replace such Lender with a Person that is an Eligible Assignee in accordance with the terms of Section 8.07 (and the Lender being so replaced shall take all action as may be necessary to assign its rights and obligations under this Agreement to such Eligible Assignee). (b) If, after the date hereof, If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such LenderLender Party's commitment to lend or to issue Letters of Credit hereunder and other commitments of this typesuch type or the issuance or maintenance of the Letters of Credit (or similar contingent obligations), then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital Party (with a copy of such demand to the Paying Agent), the Company Borrower shall pay to the Paying Agent for the account of such LenderLender Party, from time to time as specified by such LenderLender Party, additional amounts sufficient to compensate such Lender Party or such corporation in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such LenderLender Party's commitment to lend hereunderor to issue Letters of Credit hereunder or the issuance or maintenance of the Letters of Credit (or similar contingent obligations). Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Paying Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate Party shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, If at any time after the date hereof, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand any Lender determines that the adoption or modification of any applicable federal, state, local or foreign law, rule or regulation regarding such Lender's required levels of reserves, insurance or capital (including any allocation of capital requirements or conditions, but excluding federal income tax liability), or similar requirements, or any interpretation or administration thereof by any court, governmental authority, central bank or comparable agency charged with the interpretation, administration or compliance of such Lender with any of such requirements, has or would have the effect of (i) increasing such Lender's net costs relating to the Loans (including LIBOR Loans) hereunder (which, with respect to any Base Rate Loan, such increase in costs is not reflected in an increase in the Adjusted Base Rate as determined by such Lender made not later than 60 days after in its reasonable discretion), (ii) reducing the yield or rate of return of such Lender obtains knowledge 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 such increased costs requirements, (iii) changing the basis of taxation of payments to such Lender of the principal or interest on any LIBOR Loan or other amounts payable under this Credit Agreement in respect thereof or (iv) imposing of any reserve, special deposit or similar requirements relating to any extensions of credit on other assets of, or any deposits with a copy or other liabilities of, such Lender (such increases or reductions collectively referred to as "Increased Costs"), the Borrower shall, within fifteen (15) days of such demand to the Agent)any request by Lender, pay to the Agent for the account such Lender an amount equal to such Increased Costs. No failure by any Lender to demand payment of any additional amounts payable hereunder shall constitute a waiver of such Lender additional amounts sufficient Lender's right to compensate such Lender for such increased cost. Each Lender agrees that if such Lender requests compensation for demand payment of any amounts owing from a arising at any subsequent time. Nothing herein contained shall be construed or so operate as to require the Borrower for such increased cost under this Section 2.11(a), such Lender shall, prior to a Borrower being required to pay such increased costsany interest, furnish to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred fees, costs or charges greater than is permitted by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest errorapplicable law. (b) IfWithout limiting the effect of SECTION 4.12(a), after in the date hereofevent that, by reason of any Regulatory Change, any Lender determines that compliance with any law either (i) incurs increased costs based on or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having measured by the force excess above a specified level of law) affects or would affect the amount of capital required a category of deposits or expected to be maintained by other liabilities of such Lender that includes deposits by reference to which the interest rate on LIBOR Loans is determined as provided in this Credit Agreement or any corporation controlling a category of extensions of credit or other assets of such Lender and that includes LIBOR Loans or (ii) becomes subject to restrictions on the amount of such capital is increased by category of liabilities or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this typeassets that it may hold, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from so elects by notice to the Company for such increase in capital under this Section 2.11(b)Borrower and the Agent, the 45 obligation of such Lender shallto make, prior renew and convert Loans of any other type into, LIBOR Loans hereunder, shall be suspended until the date such Regulatory Change ceases to a Borrower being be in effect (and all LIBOR Loans then outstanding shall be converted into Base Rate Loans in accordance with SECTION 4.6 hereof). (c) Determinations by any Lender for purposes of SECTIONS 4.8 or 4.12 of the effect of any Regulatory Change on its costs or legality of making or maintaining LIBOR Loans or on amounts receivable by it in respect of LIBOR Loans, and of the additional amounts required to compensate such Lender for such increase in capitalrespect of any Increased Costs, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposesshall, absent manifest error, be conclusive. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Change in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation Law or (ii) the compliance with any guideline or request issued after the date hereof from any central bank or other governmental authority having jurisdiction over any Lender Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances Loans or LIBO Rate Advances agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxeschanges after the date hereof in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding prima facie evidence of the correctness thereof for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender reasonably determines that any Change in Law or compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender Governmental Authority (whether or not having the force of law) adopted or issued after the date hereof affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrower shall 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 or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding prima facie evidence of the correctness thereof for all purposes, absent manifest error. (c) No Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be obligated required to pay under compensate a Lender pursuant to this Section 2.11 for any amounts which relate to increased costs or increases of capital reductions incurred more than six months prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge notifies the Borrower of the change or circumstance giving rise to such increased costs or reductions and of such increase) of such law, regulation, guideline or request and such Borrower's obligation Lender’s intention to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrowerclaim compensation therefor; provided, howeverfurther, that any failure by that, if the change or circumstance giving rise to such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from increased costs or increases reductions is retroactive, then the six-month period referred to above shall be extended to include the period of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestretroactive effect thereof. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation after the date hereof or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)) after the date hereof, there shall be any increase in the actual cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 2.09 any such increased costs resulting from (ix) Taxes or Other Taxes (as to which Section 2.14 2.12 shall govern) and (iiy) Excluded Taxeschanges in the basis of taxation of overall net income or overall gross income (or franchise tax in lieu of such taxes) by the United States or by the foreign jurisdiction or by state or local Governmental Authority under the laws of which such Lender is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such actual increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. . (c) Each Lender agrees shall notify the Borrower of any event occurring after the date of this Agreement entitling such Lender to the compensation under paragraph (a) or (b) of this Section 2.09 as promptly as practicable, but in any event within 120 days, after such Lender obtains actual knowledge thereof, provided that if any Lender fails to give such Lender requests compensation for any amounts owing from the Company for notice within 120 days after it obtains actual knowledge of such increase in capital under this Section 2.11(b)an event, such Lender shall, with respect to compensation payable pursuant to this Section 2.09 in respect of any costs resulting from such event, only be entitled to payment under this Section 2.09 for costs incurred from and after the date 120 days prior to a Borrower being required to compensate the date that such Lender for does give such increase in capital, notice. Each Lender will furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore Borrower (with a copy of such certificate to the Administrative Agent); provided, however, that ) a certificate setting forth the basis and amount of each such certificate request by such Lender for compensation under paragraph (a) or (b) of this Section 2.09. Determinations and allocations by any Lender for purposes of this Section 2.09 of the effect of any event pursuant to this Section 2.09 shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to error in the 12 months immediately preceding the date of demand for payment calculation of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestamount. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurocurrency Rate Advances included in the Eurodollar Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar EURO Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 made to any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes)Borrower, then the such Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost; provided that Borrowers shall have no obligation to pay an additional amount in respect of any increased cost attributable to the period before 90 days prior to the date of such demand. Each Lender agrees that if such Lender requests compensation for any amounts owing from a Borrower for A certificate as to the amount and manner of calculation of such increased cost under this Section 2.11(a)cost, such Lender shall, prior to a Borrower being required to pay such increased costs, furnish submitted to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred and the Administrative Agent by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); providedLender, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrowers receiving such Advances shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees ; provided that if such Lender requests compensation for Borrowers shall have no obligation to pay an additional amount in respect of any amounts owing from additional amount attributable to the Company for such increase in capital under this Section 2.11(b), such Lender shall, period before 90 days prior to a Borrower being required the date of such demand. A certificate as to compensate such Lender for such increase in capital, furnish amounts and the manner of calculation thereof submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrowers and the Administrative Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any a Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11change its Applicable Lending Office, such Lender shall remit not be entitled to receive any greater payment under Sections 2.09 and 2.11 than the amount such Lender would have been entitled to receive if it had not changed its Applicable Lending Office, unless such change was made at the request of the Borrowers or at a time when the circumstances giving rise to such Borrower an amount equal greater payment did not exist. If the Borrowers are required to pay additional amounts to any Lender pursuant to this Section 2.09, then such Lender will agree to use commercially reasonable efforts to change its Applicable Lending Office so as to eliminate or reduce any such additional payment which may thereafter accrue if such change is not, in the amount reasonable judgment of such recoupment as reasonably determined by Lender, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances or agreeing to issue or of issuing or maintaining or participating in Letters of Credit (excluding for purposes of this Section 2.11 2.12 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 2.15 shall govern) and (ii) Excluded Taxeschanges 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 of such Advances shall from time to time, upon within 15 days of 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 Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted to the Borrower and the Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of this such type, then, upon within 15 days of demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company Borrower shall 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 allocable to the existence of such Lender's ’s commitment to lend or to issue or participate in Letters of Credit hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Failure or delay on the part of the Bank to demand compensation pursuant to this Section shall not constitute a waiver of the Bank’s right to demand such compensation; provided that the Borrower shall not be obligated required to pay under compensate the Bank pursuant to this Section 2.11 for any amounts which relate to increased costs or increases of capital reductions incurred more than 180 days prior to the 12 months immediately preceding date that the date Bank notifies the Borrower of demand for payment of the change in law or circumstance giving rise to such amounts, unless the applicable law, regulation, guideline or request resulting in such increased costs or increases reductions and of capital is imposed retroactively. In the case of any lawBank’s intention to claim compensation therefor; provided further that, regulation, guideline if the change in law or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that circumstance giving rise to such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from increased costs or increases reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestretroactive effect thereof. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Change in the Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)Law, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as Advance to which Section 2.14 shall govern) and (ii) Excluded Taxes)the Borrower, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs Bank (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Bank additional amounts sufficient to compensate such Lender Bank for such increased cost. 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 A certificate as to a Borrower being required to pay such increased costs, furnish to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost cost, submitted to the Borrower and setting forth in reasonable detail the basis therefore (with a copy Administrative Agent by such Bank, shall be prima facie evidence of the amount of such certificate increased cost. Promptly after any Bank becomes aware of any such introduction, change or proposed compliance, such Bank shall notify the Borrower thereof, provided that the failure to provide such notice shall not affect such Bank’s rights hereunder, except that such Bank’s right to recover such increased costs from the Borrower for any period prior to such notice shall be limited to the Agent); provided, however, that period of ninety (90) days immediately prior to the date such certificate shall be conclusive and binding for all purposes, absent manifest errornotice is given to the Borrower. (b) If, after the date hereof, If any Lender Bank determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) Change in Law affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender Bank or any corporation controlling such Lender Bank and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's Bank’s Advances or commitment to lend to the Borrower hereunder and other commitments of this type, then, upon receipt of a demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital Bank (with a copy of such demand to the Administrative Agent), the Company Borrower shall, within ten (10) days of such demand, notify such Bank and the Administrative Agent if the Borrower desires to replace such Bank in accordance with Section 2.13. If the Borrower either fails to notify such Bank and the Administrative Agent in accordance with the prior sentence or fails to replace such Bank within the time periods specified in Section 2.13, the Borrower shall promptly pay to the Administrative Agent for the account of such LenderBank, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender Bank or such corporation in the light of such circumstances, to the extent that such Lender Bank reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's Bank’s commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Administrative Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate Bank shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) IfNotwithstanding any other provision herein, but subject to Section 11.12, if after the date hereof, due to either (i) of this Agreement the introduction of or change in any applicable Governmental Regulation or any change (other than in any change by way of imposition or increase of reserve requirements included in the Eurodollar Rate Reserve Percentage) in Governmental Regulation or in the interpretation or administration thereof, or compliance by Lender (or any lending office of any law or regulation or (iiLender) the compliance with any applicable guideline or request from any central bank or other governmental authority having jurisdiction over any Lender Governmental Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is materiala Governmental Regulation) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from either (i) Taxes shall impose, modify or Other Taxes (as to which Section 2.14 shall govern) and make applicable any reserve, deposit, capital adequacy or similar requirement against loans made or commitments entered into by Lender, or (ii) Excluded Taxes)shall impose on Lender any other conditions affecting this Agreement; and the result of any of the foregoing affects or would have the effect of reducing the rate of return on Lender’s capital as a consequence of its obligations hereunder to a level below that which Lender could have achieved but for such adoption, then the change or compliance (taking into consideration Lender’s policies with respect to capital adequacy) then, subject to Section 11.12 hereof, Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of Lender such Lender additional amount or amounts sufficient to as will compensate such Lender for such increased costreduction. Each Lender agrees that if such Lender requests Notwithstanding the foregoing, in no event shall the compensation for any amounts owing from a Borrower for such increased cost payable under this Section 2.11(a)4.6 (to the extent, such if any, constituting interest under applicable laws) together with all amounts constituting interest under applicable laws and payable in connection with this Agreement, the Note and the other Loan Documents, exceed the Highest Lawful Rate. (b) Lender shall, prior will notify Borrower of any event which will entitle Lender to a Borrower being required compensation pursuant to pay such increased costs, furnish to such Borrower a subsection (a) above. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore such amount or amounts as shall be necessary to compensate Lender as specified in subsection (with a copy of such certificate to the Agent); provided, however, that such certificate a) above shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected . Borrower agrees 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 made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall pay to the Agent Lender for the account of Lender the amount shown as due on any such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such certificate within fifteen (15) days after its receipt of the same Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests may not make any claim for compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such 4.6 by reason of any increased costs or reduction of return incurred or suffered by Lender shall, more than ninety (90) days prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a certificate is received by Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender...

Increased Costs. (a) If, after the date hereof, due to either (i) the introduction enactment --------------- or issuance of or any change (other than including, without limitation, any change by way of imposition or increase of reserve requirements included other than as provided in the Eurodollar definition of Eurocurrency Rate Reserve PercentagePercentage in Section 1.01) in or in the interpretation of any law or regulation by any governmental or regulatory body or agency having jurisdiction over the Lenders or (ii) the compliance by any Lender with any written guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (jurisdiction, whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Eurocurrency Rate Advances 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)Committed Advances, then the Borrower of such Advances Borrowers 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 Agent), promptly (and in any event within five Business Days) pay to the Agent for the account of such Lender additional amounts sufficient to compensate reimburse such Lender for such increased cost. Each Any Lender agrees that if such Lender requests compensation for any amounts owing from making a Borrower for such increased cost demand under this Section 2.11(a), such Lender shall, prior to a Borrower being required to pay such increased costs, furnish 2.13(a) shall promptly notify the Borrowers of the event or condition giving rise to such Borrower a demand; provided however that, failure to give such notice promptly shall not relieve the Borrowers of any obligation or liability hereunder. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost and costs setting forth in reasonable detail the basis therefore (with a copy for the calculations of such certificate increased costs shall be submitted to the Agent); provided, however, that Borrowers and the Agent by such Lender and such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, at any time after the date hereofClosing Date, any Lender determines that compliance with any law or regulation as adopted, amended or otherwise modified after the Closing Date or with any written guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (published after the Closing Date, whether or not having the force of law) affects , has or would affect have the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender (whether by increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of otherwise) as a consequence of, or with reference to, such Lender's commitment Commitments or its making or maintaining Committed Advances below the rate that the Lender or any such other corporation, as the case may be, could have achieved but for compliance therewith (taking into account the policies of such Lender or any such corporation with regard to lend hereunder and other commitments of this typecapital), thenthen the Borrowers shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall promptly (and in any event within five Business Days) pay to the Agent for the account of such Lender, from time to time as specified by such Lender, Lender additional amounts sufficient to compensate such Lender or any such corporation in other corporation, as the light of such circumstancescase may be, 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. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a reduction. A certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy for the calculation of such certificate amounts shall be submitted to the Agent); providedBorrowers and the Agent by such Lender, however, that such which certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Upon any Lender (an "Affected Lender") (i) making a claim for compensation pursuant to this Section 2.13, or (ii) giving a notice under Section 2.05(f) or (g) and Section 3.07(a) and (b), the Borrower may: (A) request the Affected Lender to use its reasonable efforts to obtain a replacement bank or financial institution satisfactory to the Borrower to acquire and assume all or part of such Affected Lender's Loans and Commitment pursuant to a Commitment Assignment and Acceptance (a "Replacement Lender"); (B) request one more of the other Lenders to acquire and assume all or part of such Affected Lender's Loans and Commitment; or (C) designate a Replacement Lender. Any such designation of a Replacement Lender under clause (A) or (C) shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior subject to the 12 months immediately preceding prior written consent of the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactivelyAgent (which consent shall not be unreasonably withheld). In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice This section shall not affect such Borrower's obligations or limit the rights of any Affected Lender under this Section 2.11 with 2.05(f) or 2.13 in respect of any period prior to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestbeing replaced hereunder. (d) If Without prejudice to the survival of any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under agreement of the Borrowers hereunder, the agreements and obligations of the Borrowers contained in this Section 2.11, such Lender 2.13 shall remit to such Borrower an amount equal to survive the amount payment in full of such recoupment as reasonably determined by such Lenderthe Obligations.

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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law)) after the date of this Agreement, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of the Lenders of agreeing to make or making, funding or maintaining Eurodollar Rate Advances its Tranche A Loans, Tranche B Loans or LIBO Rate Advances Tranche C Loans, as the case may be, (excluding for purposes of this Section 2.11 2.09 any such increased costs resulting from (ix) Taxes or Other Taxes (as to which Section 2.14 2.12 shall govern) ), and (iiy) Excluded Taxeschanges 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 of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge any of such increased costs (with a copy of such demand to the Agent)Lenders, pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that before making any such demand, each Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. A certificate as to the amount of such increased cost, submitted in good faith to the Borrower by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, after If any of the date hereof, any Lender Lenders determines in good faith that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender enacted after the date of this Agreement (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent)Lender, the Company Borrower shall 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 allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if A certificate as to such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); providedgood faith, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Eurocurrency Rate Reserve Percentage) in or in the interpretation of any law or regulation regulation, with respect to any Eurocurrency Rate Advance denominated in pounds sterling, after June 1, 1995, and with respect to any other Eurocurrency Rate Advance, after the date hereof, and with respect to any LIBO Rate Advance, after the date on which one or more Lenders offered to make such LIBO Rate Advance pursuant to Section 2.15(a)(ii) or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over including, without limitation, any Lender agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), with respect to any Eurocurrency Rate Advance, after the date hereof, and with respect to any LIBO Rate Advance, after the date on which one or more Lenders offered to make such LIBO Rate Advance pursuant to Section 2.15(a)(ii), there shall be any increase in the cost (other than in taxes, except to the extent that the same are required to be paid pursuant to Section 2.13) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar any Eurocurrency Rate Advances Advance 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)Advance, then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. Each ; provided, however, that, before making any such -------- ------- demand, each Lender agrees that 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 Lender requests compensation for any amounts owing from a Borrower for designation would avoid the need for, or reduce the amount of, such increased cost under this Section 2.11(a)and would not, in the reasonable judgment of such Lender shallLender, prior to a Borrower being required to pay such increased costs, furnish be otherwise disadvantageous to such Borrower a Lender. A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost and cost, setting forth the basis therefor in reasonable detail the basis therefore (with a copy of and submitted by such certificate Lender to the AgentBorrower and the Administrative Agent together with any demand under this subsection (a); provided, however, that such certificate shall be conclusive and binding for all purposes, presumed correct absent manifest demonstrable error. (b) If, after the date hereof, If any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over including, without limitation, any Lender agency of the European Union or similar monetary or multinational authority (whether or not having the force of law) after the date hereof affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay to the Administrative Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each ; provided, -------- however, that, before making any such demand, each Lender agrees that 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 Lender requests compensation for any a designation would avoid the need for, or reduce the amount of, such additional amounts owing from the Company for such increase in capital payable under this Section 2.11(b)subsection (b) and would not, in the reasonable judgment of such Lender shallLender, prior be otherwise disadvantageous to a Borrower being required such Lender. A certificate as to compensate such Lender for such increase amounts, setting forth the basis therefor in capital, furnish reasonable detail and submitted to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required Borrower and the Administrative Agent by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore together with any demand under this paragraph (with a copy of such certificate to the Agent); provided, however, that such certificate b) shall be conclusive and binding for all purposes, presumed correct absent manifest demonstrable error. (c) No Notwithstanding any other provision in this Section 2.10, no Lender shall be entitled to demand compensation pursuant to this Section 2.10 unless such Lender shall certify to the Borrower that it is at the time the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other comparable credit agreements with borrowers of similar credit quality. The Borrower shall be obligated to pay under this Section 2.11 each Lender the amount shown as due on any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure certificate delivered by such Lender pursuant to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs paragraph (a) or increases (b) above within 30 days after its receipt of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestsame. (d) If any No Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower be entitled to compensation under this Section 2.11, 2.10 for any costs incurred or reductions suffered with respect to any event or circumstance unless such Lender shall remit to have notified the Borrower, not more than 120 days after such Borrower an amount equal to the amount Lender becomes aware of such recoupment as reasonably determined by event or circumstance, that it will demand compensation for such Lendercosts or reductions in a certificate described in the last sentence of each of paragraphs (a) and (b) above.

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 Eurodollar Rate Reserve Percentage) in in, or in the interpretation of of, any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender Governmental Authority (whether or not having the force of law), there shall be any increase in the cost (other than with respect to income, franchise or withholding taxes or other taxes of a similar nature) to any Lender (which cost such Lender reasonably determines in good faith is material) Bank of agreeing to make or making, funding or maintaining any Eurodollar Rate Advances or LIBO Rate Advances Loans to the Subsidiary Borrower, then (excluding for purposes A) such Bank shall, as soon as such Bank becomes aware 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)cost, then the Borrower of such Advances shall from time to time, upon demand by such Lender made but in any event not later than 60 days after such Lender obtains knowledge increased cost was incurred, deliver to the Subsidiary Borrower and the Administrative Agent a certificate stating (1) the actual amount of such increased cost incurred by such Bank and (2) that it is such Bank's customary practice, from and after the date of this Agreement, to charge its borrowers for increased costs incurred by it; (with a copy B) the Subsidiary Borrower shall, within 30 days after its receipt of such demand to the Agent)certificate, at its sole option, either (1) pay to the Administrative Agent for the account of such Lender additional Bank amounts sufficient to compensate such Lender Bank for the increased cost incurred by it as set forth in the certificate referred to above or (2) replace such Bank in accordance with the provisions of Section 3.10, provided that if the Subsidiary Borrower does not exercise the option specified in clause (2) above within 30 days after receipt of the certificate referred to above, then (x) such Bank shall deliver to the Subsidiary Borrower and the Administrative Agent a second certificate stating the increased cost incurred by such Bank and (y) the Subsidiary Borrower shall promptly upon receipt of such second certificate pay to the Administrative Agent for the account of such Bank amounts sufficient to compensate such Bank for such increased cost. Each Lender agrees that ; and (C) such Bank shall use its reasonable best efforts to designate another of its then existing offices as its Applicable Lending Office if the making of such Lender requests compensation for designation would, without 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 detrimental effect to such Borrower a certificate Bank, avoid the need for, or reduce the amount of, future increased costs which are probable of a senior financial officer of such Lender verifying that such increased cost was actually being incurred by such Lender and the Bank. The amount of such increased cost and setting forth costs payable by the Subsidiary Borrower to any Bank as stated in reasonable detail the basis therefore (with a copy of any such certificate delivered pursuant to the Agent); provided, however, that such certificate provisions of this Section 3.5(a) shall be conclusive and binding for all purposes, absent manifest error. In determining any such amount, such Bank may use reasonable averaging and attribution methods. If the Subsidiary Borrower so notifies the Administrative Agent within five Business Days after receipt of any certificate delivered to the Subsidiary Borrower pursuant to the provisions of this Section 3.5(a), the Subsidiary Borrower may either (x) prepay in full all Eurodollar Rate Loans of such Bank then outstanding in accordance with Section 3.8 and, additionally, reimburse such Bank for such increased cost in accordance with this Section 3.5(a) or (y) convert all Eurodollar Rate Loans of all Banks then outstanding into Base Rate Loans in accordance with Section 3.1 and, additionally, reimburse such Bank for such increased cost in accordance with this Section 3.5(a). (b) IfIf any Bank shall be required under Regulation D to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency Liabilities with respect to the Subsidiary Loans, then (i) such Bank shall, within 60 days after the end of any Interest Period with respect to any Eurodollar Rate Loan during which such Bank was so required to maintain such reserves, deliver to the Subsidiary Borrower and the Administrative Agent a certificate stating (A) that such Bank was required to maintain reserves and as a result such Bank incurred additional costs in connection with making Eurodollar Rate Loans to the Subsidiary Borrower, (B) in reasonable detail, such Bank's computations of the amount of additional interest payable by the Subsidiary Borrower pursuant to the provisions of Section 3.5(b)(ii) and (C) that it is such Bank's customary practice, from and after the date hereofof this Agreement, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be charge its borrowers for reserves so maintained by it, and (ii) the Subsidiary Borrower shall, promptly upon receipt of any 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 typecertificate, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall pay to the Agent Administrative Agent, for the account of such Lender, from time to time as specified by such LenderBank, additional amounts sufficient to compensate such Lender or such corporation in interest on the light unpaid principal amount of each Eurodollar Rate Loan of such circumstances, Bank to the extent that such Lender reasonably determines such increase in capital Subsidiary Borrower outstanding during the Interest Period with respect to be allocable which the above-referenced certificate was delivered to the existence Subsidiary Borrower, at a rate per annum equal to the difference obtained by subtracting (x) the Eurodollar Rate for such Interest Period from (y) the rate obtained by dividing such Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company Bank for such increase Interest Period. The amount of interest payable by the Subsidiary Borrower to any Bank as stated in capital under any certificate delivered to the Subsidiary Borrower and the Administrative Agent pursuant to the provisions of this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate 3.5(b) shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated The payments required under Sections 3.5(a) and (b) are in addition to pay any other payments and indemnities required under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestAgreement. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, by reason of (y) after the date hereof, 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 Eurodollar Rate Reserve Percentagerequirements) in or in the interpretation of any law or regulation regulation, or (iiz) the compliance with any guideline or request imposed or made after the date hereof from any central bank or other governmental authority having jurisdiction or quasi-governmental authority exercising control over any Lender banks or financial institutions generally (whether or not having the force of law) any reserve (including, without limitation, any imposed under the Lender Act (Canada) or the Regulations thereunder), special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, Canadian Agent's applicable lending office shall be imposed or deemed applicable or any other condition affecting Drafts or Bankers' Acceptances or Canadian Agent's obligation to accept Drafts shall be imposed on Canadian Agent or its applicable lending office; and, as a result thereof, there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make accept or makingaccepting, funding or maintaining Eurodollar Rate Advances Drafts or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes Bankers' Acceptances, or Other Taxes (as to which Section 2.14 there shall govern) and (ii) Excluded Taxes)be a reduction in the amount received or receivable by Canadian Agent or its applicable lending office, then the Borrower of such Advances Libbey Canada shall from time to time, upon written notice from and demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs Canadian Agent (with a copy of such demand notice to the Company and Agent), pay to Canadian Agent, within five Business Days after the Agent for the account of date specified in such Lender notice and demand, additional amounts sufficient to compensate such Lender for indemnify Canadian Agent against such increased cost. Each Lender agrees ; PROVIDED, HOWEVER, that if neither Libbey Canada nor Company shall have any liability to Canadian Agent under this subsection 2.9L with respect to the imposition of any withholding tax to the extent Company is not required to make payments to such Lender requests compensation for with respect to the imposition of such withholding tax under subsection 10.7; PROVIDED FURTHER that Canadian Agent shall not be entitled to avail itself of the benefit of this subsection 2.9L to the extent that any amounts owing from a Borrower for such increased cost under this Section 2.11(a), such Lender shall, or reduction was incurred more than six months prior to a Borrower being required the time it gives notice to pay Libbey Canada, unless such increased costscircumstance arose or became applicable retrospectively, furnish in which case no time limit shall apply (PROVIDED that Canadian Agent has notified Libbey Canada within six months from the date such circumstances arose or became applicable). A certificate as to such Borrower a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost submitted to Libbey Canada, Company and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent by Canadian Agent); provided, howevershall, that such certificate shall except for manifest or demonstrable error, be final, conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law law, rule, regulation or regulation treaty or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 2.09 any such increased costs resulting from (i) Taxes imposed on or with respect to any payment by the Borrower or the Parent Guarantor under any Loan Document or Other Taxes (as to which Section 2.14 2.12 shall govern) and (ii) or Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Designated Agent), pay to the Designated Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); 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 Eurocurrency 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 as to the amount of such increased cost, submitted to the Borrower and the Designated Agent by such Lender, shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, If any Lender reasonably determines that compliance with any law law, rule, regulation or regulation treaty or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital or liquidity is increased by or based upon the existence of such Lender's ’s commitment to lend hereunder and other commitments of this such type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Designated Agent), the Company Borrower shall pay to the Designated Agent for the account of such Lender, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital or liquidity to be allocable to the existence of such Lender's ’s commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent)lend; provided, however, that before making any such demand, each Lender shall, in making demand under this Section, certify that such Lender is treating substantially all similarly situated borrowers in a manner that is consistent with the treatment afforded the Borrower hereunder. A certificate as to such amounts submitted to the Borrower and the Designated Agent by such Lender shall be conclusive and binding for all purposes, absent manifest error. (c) No Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be obligated required to pay under compensate a Lender pursuant to this Section 2.11 for any amounts which relate to increased costs or increases of capital reductions incurred more than six months prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge notifies the Borrower of the change or circumstance giving rise to such increased costs or reductions and of such increase) Lender’s intention to claim compensation therefor; provided further that, if the change or circumstance giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of such law, regulation, guideline or request and such Borrower's obligation to compensate such retroactive effect thereof. Any Lender making a claim for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations compensation under this Section 2.11 2.09 may be required to assign all of its rights and obligations hereunder upon a request by the Borrower in accordance with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestSection 2.17. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under For the avoidance of doubt, this Section 2.112.09 shall apply to all requests, such Lender shall remit rules, guidelines or directives concerning capital adequacy or liquidity issued in connection with the ▇▇▇▇- ▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives concerning capital adequacy or liquidity promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities, in each case pursuant to such Borrower an amount equal to Basel III, in each case, regardless of the amount of such recoupment as reasonably determined by such Lenderdate adopted, issued, promulgated or implemented.

Increased Costs. (a) If, after the date hereofClosing Date, 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 Eurodollar determination of the LIBOR Rate Reserve Percentage) in pursuant to Section 4), special deposit or in similar requirement against assets of, deposits with or for the interpretation of account of, or credit extended by any law or regulation Lender; or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over shall impose on any Lender (whether any other condition affecting its LIBOR Loans, its Note or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing its obligation to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes LIBOR Loans; and the result of this Section 2.11 any such increased costs resulting from anything described in clauses (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxesabove is to increase the cost to (or to impose a cost on) such Lender (or any LIBOR Office of such Lender) of making or maintaining any LIBOR Loan, or to reduce the amount of any sum received or receivable by such Lender (or its LIBOR Office) under this Agreement or under its Note with respect thereto, then upon demand by such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand and a calculation of the amount thereof in reasonable detail, a copy of which shall be furnished to the Administrative Agent), then the Borrower Company shall pay directly to such Lender such additional amount as will compensate such Lender for such increased cost or such reduction, so long as such amounts have accrued on or after the day which is 180 days prior to the date on which such Lender first made demand therefor. Notwithstanding anything to the contrary herein, this Section 8.1 shall not apply to any such increased cost or such reduction that is (i) the subject of Section 7.6 (which shall be controlling with respect to such matters), (ii) attributable to changes in the rate of tax on the overall net income of a Lender or its lending office imposed by the jurisdiction in which such Lender’s principal executive office or lending office is located, or (iii) attributable to the failure of a Lender to comply with Section 7.6(d). (b) If any Lender shall reasonably determine that any Change in Law regarding capital adequacy has or would have the effect of reducing the rate of return on such Lender’s or such controlling Person’s capital as a consequence of such Advances shall Lender’s obligations hereunder or under any Letter of Credit to a level below that which such Lender or such controlling Person could have achieved but for such Change in Law (taking into consideration such Lender’s or such controlling Person’s policies with respect to capital adequacy) by an amount deemed by such Lender or such controlling Person to be material, then from time to time, upon demand by such Lender made not later than 60 days after (which demand shall be accompanied by a statement setting forth the basis for such Lender obtains knowledge demand and a calculation of such increased costs (with the amount thereof in reasonable detail, a copy of such demand which shall be furnished to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company shall pay to the Agent for the account of such Lender, from time to time Lender such additional amount as specified by such Lender, additional amounts sufficient to will compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company controlling Person for such increase in capital under this Section 2.11(b), reduction so long as such Lender shall, amounts have accrued on or after the day which is 180 days prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestfirst made demand therefor. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 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 having jurisdiction over any Lender (whether or not having the force of law), there shall be any increase in the cost (excluding any allocation of corporate overhead) to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes Advances, then such Lender shall so notify the Borrower promptly after such Lender knows of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) cost and (ii) Excluded Taxes), then determines that such cost is material and the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 A certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and as to the amount of such increased cost and setting forth in reasonable detail and stating the basis therefore (with a copy 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 certificate costs hereunder is not inconsistent with its treatment of other borrowers which, as a credit matter, are substantially similar to the Agent); providedBorrower and which are subject to similar provisions, howeversubmitted to the Borrower and the Administrative Agent by such Lender, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with either (i) the introduction of or change in or in the interpretation of any law or regulation or (ii) the compliance by any Lender with any hereafter promulgated guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender and that the amount of such capital is materially increased by or based upon the existence of such Lender's commitment to lend hereunder and other commitments of this type, then, such Lender shall so notify the Borrower promptly after such Lender makes such determination and, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy of such demand to the Administrative Agent), the Company Borrower shall pay to such Lender within five days from the Agent for the account date of such Lenderdemand, from time to time as specified by such Lender, additional amounts sufficient to compensate such Lender or such corporation in the light of such circumstances, to the extent that such Lender reasonably determines such increase in capital to be allocable to the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a A certificate of a senior financial officer of such Lender verifying as to such amount in reasonable detail and stating the basis upon which such amount has been calculated and certifying that such Lender's method of allocating such increase in of capital was actually required by is fair and reasonable and that such Lender and the amount Lender's demand for payment of such increase in of capital and setting forth in reasonable detail the basis therefore (hereunder is not inconsistent with its treatment of other borrowers which, as a copy of such certificate credit matter, are substantially similar to the Agent); providedBorrower and which are subject to similar provisions, howeversubmitted to the Borrower and the Administrative Agent by such Lender, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No The Borrower shall not be obligated to pay under this Section 2.11 any amounts which relate to costs or increases of capital incurred prior to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such the Borrower's obligation to compensate such Lender for such amount is contingent upon such Lender's so notifying such the Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such the Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such the Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a the Borrower) for which such Lender has theretofore been compensated by a the Borrower under this Section 2.11, such Lender shall remit to such the Borrower an amount equal to the amount of such recoupment as reasonably determined recoupment. Amounts required to be paid by such Lenderthe Borrower pursuant to this Section 2.11 shall be paid in addition to, and without duplication of, any amounts required to be paid pursuant to Section 2.14.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of or administration thereof by any law Governmental Authority charged with the interpretation or regulation administration thereof, or (ii) the compliance by Lender with any guideline request, guideline, or request from any central bank or other governmental authority having jurisdiction over any Lender directive (irrespective of whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) of agreeing to make or making, funding or maintaining Eurodollar Rate Advances or LIBO Rate Advances (excluding for purposes of this Section 2.11 any such increased costs resulting from (i) Taxes or Other Taxes (as to which Section 2.14 shall govern) and (ii) Excluded Taxes), then the Borrower of such Advances shall from time to time, upon demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increased costs (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. 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 verifying that such increased cost was actually incurred by such Lender and the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender (whether or not having the force of law) affects of any governmental authority (a “Regulatory Change”) shall impose, modify, or would affect deem applicable any reserve, special deposit, or similar requirement (including any such requirement imposed by the Federal Reserve Board, but excluding with respect to any LIBOR Rate Loan any such requirement included in the calculation of the Base LIBOR Rate, as applicable) against Assets of, deposits with, or for the account of, or credit extended by, Lender or shall impose on Lender or the interbank eurodollar market any other condition affecting its LIBOR Rate Loans, as applicable, or its obligation to make LIBOR Rate Loans, as applicable, then Lender may, at any time within a reasonable period after the additional cost is incurred or the amount of capital required or expected received is reduced, notify Borrower, and Borrower shall pay within 30 days after demand therefor, such amounts as Lender may specify to be maintained by necessary to compensate Lender for such Lender additional cost or any corporation controlling reduced receipt, together with interest on such Lender and that amount from 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 made not later than 60 days after such Lender obtains knowledge of such increase in capital (with a copy date of such demand until payment in full thereof at the rate then applicable to the Agent), the Company shall 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 allocable to the existence of such Lender's commitment to lend Revolving Loans hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail the basis therefore (with a copy of such certificate to the Agent); provided, however, that such certificate shall be conclusive and binding for all purposes, absent manifest error. (cA) No Borrower shall not be obligated required to pay under provide any compensation pursuant to this Section 2.11 2.14 for any such amounts which relate to costs or increases of capital incurred more than 120 days prior to the 12 months immediately preceding date on which the date of demand for payment of such amountsamounts is first made to Borrower, unless and (B) if an event or circumstance giving rise to such DB2/ 42498508.4 amounts is retroactive, then the applicable 120-day period referred to above shall be extended to include the period of retroactive effect thereof. The determination by Lender of any amount due pursuant to this Section 2.14, as set forth in a certificate setting forth the calculation thereof in reasonable detail, shall, in the absence of manifest or demonstrable error, be final and conclusive and binding on all of the parties hereto. Notwithstanding anything herein to the contrary, (x) the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith, or (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, in each case after the date of this Agreement shall be deemed to be a change in law, rule, regulation or guideline for purposes of this Agreement and the protection of this Agreement shall be available to Lender regardless of any possible contention of the invalidity or inapplicability of the law, rule, regulation, guideline or request resulting in such costs other change or increases of capital is imposed retroactively. In the case of any lawcondition which shall have occurred or been imposed, regulation, guideline so long as it shall be customary for lenders or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation issuing banks affected thereby to compensate such Lender for such amount is contingent upon such Lender's so notifying such Borrower; provided, however, that any failure by such Lender to provide such notice shall not affect such Borrower's obligations under this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or requestcomply therewith. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under this Section 2.11, such Lender shall remit to such Borrower an amount equal to the amount of such recoupment as reasonably determined by such Lender.

Increased Costs. (a) If, 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 Eurodollar Rate Reserve Percentage) in or in the interpretation of any law or regulation Applicable Law or (ii) the compliance with any guideline or request from any central bank or other governmental authority having jurisdiction over any Lender Authority (whether or not having the force of law), there shall be any increase in the cost to any Lender (which cost such Lender reasonably determines in good faith is material) Affected Person of agreeing to make or making, funding or maintaining Eurodollar Rate Advances 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)the Borrower, then the Borrower of such Advances shall from time to timetime shall, as promptly as practicable upon written 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 Agent), Affected Person pay to the related Managing Agent for the account of such Lender Affected Person additional amounts sufficient to compensate such Lender Affected Person for such increased cost. Each Lender agrees ; provided, however, that if such Lender requests compensation for any no additional amounts owing from a Borrower for such increased cost shall be required under this Section 2.11(a2.07 with respect to (i) income or profits taxes (or franchise taxes imposed in lieu thereof), (ii) Taxes or Other Taxes in effect on the date that such Lender Affected Person became a party to this Agreement or otherwise became committed to purchase or acquire any interest in any Advances (whether by assignment, participation or otherwise), except to the extent that such Affected Person's assignor or predecessor was entitled to such additional amounts, and (iii) Taxes to the extent avoidable had such Person complied with the provisions of Section 10.03(f). In determining such amount, such Affected Person may in good faith 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. Each such Affected Person shall, prior together with its written demand therefor, deliver to a the Borrower being required to pay such increased costs, furnish to such Borrower and the applicable Managing Agent a certificate of a senior financial officer of such Lender verifying that such increased cost was actually incurred by such Lender and setting forth in reasonable detail the amount of such increased cost and setting forth in reasonable detail the basis therefore (with a copy for the calculation of such certificate to the Agent); providedamount, however, that such which certificate shall be conclusive and binding for all purposes, absent manifest error. (b) If, after the date hereof, any Lender If an Affected Person determines that compliance with any law or regulation or any guideline Applicable Law enacted after the Closing Date or request from any central bank or other governmental authority having jurisdiction over any Lender Authority charged with the interpretation or administration thereof (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender Affected Person and that the amount of such capital is increased by or based upon the existence of such LenderAffected Person's commitment to lend hereunder and other commitments of this typeunder the Program Documents or upon such Affected Person's making, funding or maintaining Advances, then, as promptly as practicable upon written demand by such Lender made not later than 60 days after such Lender obtains knowledge of such increase in capital Affected Person (with a copy of such demand to the Program Agent and the related Managing Agent), the Company Borrower shall pay to the related Managing Agent for the account of such LenderAffected Person, from time to time as specified by such LenderAffected Person, additional amounts sufficient to compensate such Lender or such corporation Affected Person in the light of the circumstances. Each such circumstancesAffected Person shall, together with its written demand therefore, deliver to the extent that such Lender reasonably determines such increase in capital to be allocable to Borrower and the existence of such Lender's commitment to lend hereunder. Each Lender agrees that if such Lender requests compensation for any amounts owing from the Company for such increase in capital under this Section 2.11(b), such Lender shall, prior to a Borrower being required to compensate such Lender for such increase in capital, furnish to the Company applicable Managing Agent a certificate of a senior financial officer of such Lender verifying that such increase in capital was actually required by such Lender and the amount of such increase in capital and setting forth in reasonable detail such amounts and the basis therefore (with a copy for the calculation of such certificate to the Agent); providedamounts, however, that such which certificate shall be conclusive and binding for all purposes, absent manifest error. (c) No Borrower shall be obligated to pay under this Section 2.11 Upon the occurrence of any amounts which relate to costs or increases of capital incurred prior event giving rise to the 12 months immediately preceding the date of demand for payment of such amounts, unless the applicable law, regulation, guideline or request resulting in such costs or increases of capital is imposed retroactively. In the case of any law, regulation, guideline or request which is imposed retroactively, the Lender making demand for payment of any amount under this Section 2.11 shall notify the related Borrower not later than 12 months from the date that such Lender should reasonably have known (but promptly upon gaining knowledge of such increase) of such law, regulation, guideline or request and such Borrower's obligation to compensate pay additional amounts to any Affected Person pursuant to Sections 2.07(a), 2:07(b) or 10.03, such Lender for Affected Person will, if requested by the Borrower, use reasonable efforts (subject to overall policy considerations of such amount is contingent upon such Lender's so notifying such BorrowerAffected Person) to designate a different lending office; provided, however, that such designation is made on such terms that such Affected Person and its lending office suffer no significant economic, legal or regulatory disadvantage, with the object of avoiding future consequence of the event giving rise to the operation of any failure such Section. If such additional amounts are not eliminated by any such Lender to provide designation and such notice Affected Person does not waive payment of such additional amounts, the applicable Managing Agent, may at its sole discretion within sixty (60) days, recommend a replacement Affected Person not so affected. If after the sixty (60) day period described in the preceding sentence a replacement for such Affected Person has not been procured, the Borrower may propose a replacement for such Affected Person and, upon approval of the applicable Managing Agent (which approval shall not affect be unreasonably withheld or delayed), such Borrower's Affected Person shall assign its interests under the applicable Program Documents to such replacement entity. The parties hereby agree that unless and until the Affected Person to be replaced (i) is paid in full for all amounts due and owing hereunder and under any other Program Document, and (ii) enters into assignment documents with the replacement entity which are reasonably satisfactory to such Affected Person, it shall have no obligation to assign any of its rights and interests hereunder. Each such Affected Person agrees to take all actions necessary to permit a replacement to succeed to its rights and obligations hereunder and under the other Program Documents. The Borrower agrees to pay all reasonable expenses incurred by any Affected Person in utilizing another lending office of such Affected Person or in assigning its interest pursuant to this Section 2.11 with respect to amounts resulting from costs or increases of capital incurred after the date which occurs 12 months immediately preceding the date on which such Lender notified such Borrower of such law, regulation, guideline or request. (d) If any Lender shall subsequently recoup any costs (other than from a Borrower) for which such Lender has theretofore been compensated by a Borrower under 2.07(c). Nothing in this Section 2.11, such Lender 2.07(c) shall remit to such affect or postpone any of the obligations of the Borrower an amount equal to or the amount rights of such recoupment as reasonably determined by such Lenderany Secured Party.