Common use of Notification and Determination of Additional Costs Clause in Contracts

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent date that such Lender or a Lendersuch Issuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, provided further that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, no Lender shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such amount relating Lender fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that such Lender becomes aware of the Administrative Agent occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Banks, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any provided that such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due determination is made on any such certificate within 10 days after receipt thereofa reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, Borrower shall not be required to compensate the Administrative Agent or a Lender, as the case may be, shall not be entitled Lender pursuant to compensation this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent or such Lender to claim compensation therefor (except that, if the Regulatory Change 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 its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such Person fails to provide such notice to the Borrower within 180 days of the date the Administrative Agent Agent, such Issuing Bank or a such Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Administrative Agent or such Lender, as applicable, first notifies 180-day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1, in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) in writing of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent, such Issuing Bank or such Lender to claim compensation therefor (except that, if the Regulatory Change 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 its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, except to the Administrative Agentextent set forth in subsection (f); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent Agent, an Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent Agent, an Issuing Bank or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrowers within 180 days of the date the Administrative Agent Agent, such Issuing Bank or a such Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Administrative Agent or such Lender, as applicable, first notifies 180-day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The applicable Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, provided further, that notwithstanding the foregoing provisions none of this Section, the Administrative Agent or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Administrative Agent or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Borrower in writing thereof or for any amounts resulting from a change by any Lender 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1, in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1 that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) Representative of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any such Lender to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, provided further, that notwithstanding the foregoing provisions none of this Section, the Administrative Agent or a the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower Representative within 180 days of the date the Administrative Agent or such Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Administrative Agent or such Lender, as applicable, first notifies 180-day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (Representative, and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The Borrower Borrowers shall pay the Administrative Agent, any such Issuing Bank Agent and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent, such Issuing Bank or such Lender to claim compensation therefor (except that, if the Regulatory Change 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 its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determinations are made on a reasonable basis and in good faith. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 4.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender for any such Issuing Bank and/or any increased costs or reduced return incurred by such LenderLender more than one-hundred-eighty (180) days prior to such Xxxxxx’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, as then the case may be, one-hundred-eighty (180) day period referred to above shall be extended to include the amount shown as due on any such certificate within 10 days after receipt period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, provided that the failure of the Administrative Agent, any an Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Sectionexcept that, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled responsible for such compensation or requirement to compensation for make any such amount relating to any period ending more than six months prior to other payments if the Borrower is not notified within two hundred seventy (270) days following the date that of the Administrative Agent effectiveness or implementation (which may be retroactive, in which case such Lender270-day period shall still, as applicablefor the avoidance of doubt, first notifies be measured from the Borrower in writing thereof applicable date of the effectiveness or for any amounts resulting from a change implementation thereof) by any Lender the applicable Governmental Authority of its Lending Office (other than changes required by Applicable Law)the Regulatory Change giving rise thereto. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such an Issuing Bank or such a Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the applicable Issuing Bank and/or any such and or the applicable Lender, as the case may be, the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions of this Section, Borrower shall not be required to compensate the Administrative Agent Agent, a Lender, an Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent date that such Lender or a Lendersuch Issuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine- month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower Representative (and in the case of the Issuing Bank, a LenderLender or a Participant, to notify the Administrative AgentAgent as well) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in hereunder. Notwithstanding the case of foregoing sentence, the Borrowers shall not be required to compensate a Lender, a Participant or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent); provideddate that such Lender, further, that notwithstanding such Participant or the foregoing provisions of this Section, the Administrative Agent or a LenderIssuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof Representative of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s, such Participant’s or the Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of an the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change 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). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any such amount relating based upon a Regulatory Change pursuant to any period ending more than six months prior to the date subsection of this Section 4.1 unless such Person shall have determined that the Administrative Agent making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); ) provided, further, that notwithstanding the foregoing provisions of this Section, neither the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth the basis and amount executed by a Person that has authority to execute such certificate on behalf of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this Section and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Absent manifest error, determinations by the Administrative Agent or any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Borrower shall pay the Administrative Agent, Agent or any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank or and such Lender to compensation under any of the preceding subsections of this Section or Section 3.10 as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower Borrowers from any of its their obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower Borrowers (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant, to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower Notwithstanding anything in Section 3.10 or this Section 4.01 to the contrary, Borrowers shall pay the Administrative Agentnot be required to compensate a Lender, any such Issuing Bank and/or or Participant pursuant to such Sections for any amount incurred or reductions suffered more than ninety (90) days prior to the date that such Lender, as Issuing Bank or Participant obtains actual knowledge of the case may beevent that gives rise to such claim (except that, if the amount shown as due on any change giving rise to such certificate within 10 days after receipt claim is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, provided further, that notwithstanding the foregoing provisions none of this Section, the Administrative Agent or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Administrative Agent or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies the Borrower in writing thereof loss, tax or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower of the Change in writing thereof Law giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Change in Law 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). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 15 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and and, in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, provided further, that notwithstanding the foregoing provisions none of this Section, the Administrative Agent or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Administrative Agent or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Borrower in writing thereof or for any amounts resulting from a change by any Lender 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender and each Lender, Participant as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank, a LenderLender or a Participant, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions of this Section, Borrower shall not be required to compensate the Administrative Agent Agent, a Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 fifteen (15) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, provided further that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, no Lender shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such amount relating Lender fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that such Lender becomes aware of the Administrative Agent occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any provided that such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due determination is made on any such certificate within 10 days after receipt thereofa reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, provided that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this Section, Section 5.1.(d) for any Additional Costs incurred more than nine months prior to the Administrative Agent date that such Lender or a Issuing Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of such Lender’s or Issuing Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the nine-month period referred to above shall not be entitled extended to compensation for any such amount relating to any include the period ending more than six months prior to the date that the Administrative of retroactive effect thereof). The Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereofin good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions of this Section, Borrower shall not be required to compensate the Administrative Agent Agent, a Lender or a LenderParticipant pursuant to this Section or Section 3.10 for any increased costs incurred or reductions suffered more than 90 days prior to the date that the Administrative Agent, such Lender or such Participant, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the event entitling such Person to compensation under this Section or for any amounts resulting from a change by any Lender Section 3.10, as applicable, and of its Lending Office such Person’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section, and that such Person generally charges the same amounts to similarly situated Borrowers. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrower within 180 days of the date the Administrative Agent Agent, such Issuing Bank or a such Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Administrative Agent or such Lender, as applicable, first notifies 180-day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change 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). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1.3 unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions of this Section, Borrower shall not be required to compensate the Administrative Agent Agent, a Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any and provided that such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due determinations are made on any such certificate within 10 days after receipt thereofa reasonable basis and in good faith.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent date that such Lender or a Lendersuch Issuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Bank, and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank Bank, or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first Lender notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change 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). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof, provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (hereunder; and in provided further that the case of Borrower shall not be required to compensate a Lender, the Issuing Bank or the Administrative Agent pursuant to this Section 4.1. for any increased costs incurred or reductions suffered more than 270 days prior to the date that such Lender, the Issuing Bank or the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s, the Issuing Bank’s or the Administrative Agent’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 270-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations Administrative Agent, the Issuing Bank or such Lender, as the case may be, shall make all determinations of the effect of any Regulatory Change in good faith and determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change made in good faith shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Existing Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, neither the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth the basis and amount executed by a Person that has authority to execute such certificate on behalf of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this Section and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Absent manifest error, determinations by the Administrative Agent or any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Borrower shall pay the Administrative Agent, Agent or any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding . Notwithstanding the foregoing provisions of this Section, the Administrative Agent or Agent, a Lender, as the case may be, Lender and a Participant shall not be entitled to compensation for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first Person notifies the Borrower in writing thereof of the event giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Person's intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if such event 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). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) Borrowers of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank or and such Lender to compensation under any of the preceding subsections of this Section or Section 3.10 as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower Borrowers from any of its their obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower Borrowers (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant, to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower Notwithstanding anything in Section 3.10 or this Section 4.01 to the contrary, the Borrowers shall pay the Administrative Agentnot be required to compensate a Lender, any such Issuing Bank and/or or Participant pursuant to such Sections for any amount incurred or reductions suffered more than ninety (90) days prior to the date that such Lender, as Issuing Bank or Participant obtains actual knowledge of the case may beevent that gives rise to such claim (except that, if the amount shown as due on any change giving rise to such certificate within 10 days after receipt claim is retroactive, then the 90-day period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Sectionexcept that, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled responsible for such compensation or requirement to compensation for make any such amount relating to any period ending more than six months prior to other payments if Borrower is not notified within two hundred seventy (270) days following the date that of the Administrative Agent effectiveness or implementation (which may be retroactive, in which case such Lender270-day period shall still, for the avoidance of doubt, be measured from the applicable date of the effectiveness or implementation thereof) by the applicable Governmental Authority of the Regulatory Change or risk-based capital guideline, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)giving rise thereto. The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law), except that, if the Regulatory Change 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. The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law), except that, if the Regulatory Change 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. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate the Administrative Agent, an Issuing Bank or a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent Agent, such Issuing Bank or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent, such Issuing Bank or such Lender to claim compensation therefor (except that, if the Regulatory Change 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 its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section; provided that the Administrative Agent, such Issuing Bank or such Lender, as applicable, shall provide the Borrower with a written certification that such Person is generally charging other borrowers or account parties for such additional costs incurred or reductions suffered on loans to companies similarly situated to the Borrower in connection with syndicated credit facilities as reasonably determined by such Lender acting in good faith. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a any Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six nine months prior to the date that the Administrative Agent or such Lender, as applicable, first Lender notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and hereunder, except to the extent set forth in the case of a Lender, to the Administrative Agentimmediately following subsection (f); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent Agent, an Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent Agent, an Issuing Bank or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, Borrower shall not be required to compensate the Administrative Agent or a Lender, as the case may be, shall not be entitled Lender pursuant to compensation this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any reductions, and of the intention of the Administrative Agent or such Lender to claim compensation therefor (except that, if the Regulatory Change 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 its Lending Office (other than changes required by Applicable Lawretroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall shall, provided that such determinations are made on a reasonable basis and in good faith, be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent such Lender or such LenderIssuing Bank, as applicablethe case may be, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change 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). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof., provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). LEGAL02/40926073v6

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent or a date that such Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent Issuing Bank or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Administrative Agent Agent, Issuing Bank or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies the Borrower in writing thereof loss, tax or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of an the Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any such Issuing Bank or any such Lender to give such notice shall not release the any Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Issuing Banks or the Lenders shall be entitled to claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such Person fails to provide such notice to the Borrowers within 180 days of the date the Administrative Agent Agent, such Issuing Bank or a such Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior becomes aware of the occurrence of the event giving rise to the date that additional cost, reduction in amounts, loss, tax or other additional amount; provided further that, if such occurrence giving rise to such increased costs or reductions is retroactive, then the Administrative Agent or such Lender, as applicable, first notifies 180- day period referred to above shall be extended to include the Borrower in writing thereof or for any amounts resulting from a change by any Lender period of its Lending Office (other than changes required by Applicable Law)retroactive effect thereof. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The applicable Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that (i) the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, and (ii) in no event shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or be liable for any amounts resulting from a change by any Lender incurred more than 180 days prior to receipt of its Lending Office (other than changes required by Applicable Lawsuch notice). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Amounts payable by the Borrower pursuant to this Section shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as be due on any such certificate within not later than 10 days after receipt thereofby the Borrower of such certificate.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Closing Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lenderhereunder, except to the Administrative Agentextent set forth in subsection (f); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to any period ending more than six months prior to the date make such claims (it being agreed that none of the Administrative Agent or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees agree to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first Lender notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change 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). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof., provided that such determinations are made on a reasonable basis and in good faith; provided, however, that a Lender shall not be entitled to submit a claim for compensation based upon a Regulatory Change pursuant to any subsection of this Section 4.1. unless the making of such claim is consistent with such Lender’s general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that a Lender shall not be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). Execution Version

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any such amount relating based upon a Regulatory Change pursuant to any period ending more than six months prior to the date subsection of this Section 4.1 unless such Person shall have determined that the Administrative Agent making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days ten (10) Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Xxxxxx’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Xxxxxx’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six (6)-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent date that such Lender or a Lenderthe Issuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or the Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this SectionAdministrative Agent, the Administrative Agent Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent Agent, the Issuing Bank or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and/or or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, Issuing Bank and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, Issuing Bank and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, the Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)hereunder. The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such an Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Notwithstanding anything to the contrary contained in the preceding subsections of this Section 5.1., the Borrower shall pay the Administrative Agent, not be required to compensate any Lender or any Participant for any such Issuing Bank and/or any increased costs or reduced return incurred by such Lender or Participant more than one hundred eighty (180) days prior to such Lender’s or Participant’s written request to the Borrower for such compensation (except that if the event giving rise to the increased costs or reduced return is retroactive, as then the case may be, one hundred eighty (180) day period referred to above shall be extended to include the amount shown as due on any such certificate within 10 days after receipt period of retroactive effect thereof). Section 5.2.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender and each Lender, Participant as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank, a LenderLender or a Participant, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, however, that notwithstanding the foregoing provisions Borrower shall not be required to compensate the Administrative Agent, a Lender, any Issuing Bank or a Participant pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that the Administrative Agent, such Lender, such Issuing Bank or such Participant, as the case may be, notifies the Borrower of the event entitling such Person to compensation under this Section, and of such Person’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof); provided, further, however, that the Administrative Agent Agent, any Issuing Bank, a Lender or a LenderParticipant, as the case may be, shall not be entitled to submit a claim for compensation for any such amount relating based upon a Regulatory Change pursuant to any period ending more than six months prior to the date subsection of this Section 5.1 unless such Person shall have determined that the Administrative Agent making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error, provided that such determinations are made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 fifteen (15) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, provided further that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, no Lender shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V if such amount relating Lender fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that such Lender becomes aware of the Administrative Agent occurrence of the event giving rise to the additional cost, reduction in amounts, loss, tax or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Banks, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest errorprovided that such determination is made on a reasonable basis and in good faith. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereofSection 5.2.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrower shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent date that such Lender or a Lendersuch Issuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such LEGAL 4867-4266-3982v.3 Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 ten (10) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to any period ending more than six months prior to the date make such claims (it being agreed that neither the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by nor any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or Agent or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of the Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case hereunder; provided further, that none of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent Issuing Bank or a Lender, as the case may be, Lenders shall not be entitled to compensation for claim any additional cost, reduction in amounts, loss, tax or other additional amount under this Article V. if such amount relating Person fails to any period ending more than six months prior provide such notice to the Borrower within 180 days of the date that the Administrative Agent Agent, Issuing Bank or such LenderLender becomes aware of the occurrence of the event giving rise to the additional cost, as applicablereduction in amounts, first notifies the Borrower in writing thereof loss, tax or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law)additional amount. The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and and, in the case of an the Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section, provided, however, that notwithstanding anything to the contrary in this Section 5.1., in the case of any Regulatory Change described in clauses (x) or (y) of the definition of Regulatory Change, it shall be a condition to a Lender’s exercise of its rights, if any, under this Section 5.1. that such Lender shall generally be exercising similar rights with respect to borrowers under similar agreements where available. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, neither the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth the basis and amount executed by a Person that has authority to execute such certificate on behalf of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this Section and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Absent manifest error, determinations by the Administrative Agent or any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. LEGAL02/38482536v6 The Borrower shall pay the Administrative Agent, Agent or any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such the Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any the Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each the Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such the Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such the Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Lender agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, neither the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate setting forth the basis and amount executed by a Person that has authority to execute such certificate on behalf of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender LEGAL02/36006473v7 for compensation under any of the preceding subsections of this Section and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Absent manifest error, determinations by the Administrative Agent or any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Borrower shall pay the Administrative Agent, Agent or any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of any Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers (but not necessarily all such similarly situated borrowers) with credit agreements entitling it to make such claims (it being agreed that none of the Administrative Agent Agent, any Issuing Bank or a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an any Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, Issuing Bank and any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, Issuing Bank and any Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding . Notwithstanding the foregoing provisions of this Section, the Administrative Agent or Agent, the Issuing Bank, a Lender, as the case may be, Lender and a Participant shall not be entitled to compensation for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first Person notifies the Borrower in writing thereof of the event giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Person's intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if such event 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). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, Issuing Bank, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, the Issuing Bank, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, the Issuing Bank, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); , provided, further, that notwithstanding (i) the foregoing provisions Borrower shall not be required to compensate a Lender or the Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than six months prior to the date that such Lender or such Issuing Bank, as the case may be, notifies the Borrower of this Sectionthe Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Administrative Regulatory Change 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), and (ii) neither the Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the Administrative making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, the Issuing Bank, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an the Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations by the Administrative Agent, the Issuing Bank, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each the Issuing Bank Banks and each Lenderthe Lenders, as the case may be, agrees to notify the Borrower Borrowers (and in the case of an Issuing Bank or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Effective Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the . The failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section, Section for any increased costs incurred or reductions suffered more than 180 days prior to the Administrative Agent date that such Lender or a Lendersuch Issuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the applicable Borrower (and, in the case of a Borrower other than the Company, to the Company, and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as well) a certificate setting forth in reasonable detail the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be (i) made in good faith (and not on an arbitrary or capricious basis) and consistent with such Person’s general practices under similar circumstances in respect of similarly situated customers (it being agreed that none of the Administrative Agent, any Issuing Bank or any Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim) and (ii) conclusive and binding for all purposes, absent manifest error. The applicable Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 thirty (30) days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Agent and each Lender, as the case may be, Xxxxxx agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Agent or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Agent or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); ) provided, further, that notwithstanding the foregoing provisions of this Section, neither the Administrative Agent or nor a Lender, as the case may be, shall not be entitled to submit a claim for compensation for under any of the preceding subsections of this Section unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims (it being agreed that neither the Administrative Agent nor a Lender shall be required to disclose any confidential or proprietary information in connection with such determination or the making of such claim). The Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, Xxxxxx agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender Lender, to the Administrative Agent as wellAgent) a certificate executed by a Person that has authority to execute such certificate on behalf of the Administrative Agent or such Xxxxxx, as the case may be, setting forth the basis and amount of each request by the Administrative Agent or such Lender for compensation under any of the preceding subsections of this SectionSection and stating that such claim is consistent with such Person’s general practices under similar circumstances in respect of similarly situated borrowers that are equity REITs with credit agreements entitling it to make such claims. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, any Lender of the effect of any Regulatory Change shall be conclusive conclusive, provided that such determinations are made on a reasonable basis and binding for all purposes, absent manifest errorin good faith. The Borrower shall pay the Administrative Agent, Agent or any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent); provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender or Participant, to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank Bank, each Lender, and each LenderParticipant, as the case may be, agrees to notify the Borrower Representative (and in the case of an Issuing Bank, a LenderLender or a Participant, to notify the Administrative AgentAgent as well) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank Bank, such Lender or such Lender Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank Bank, any Lender or any Lender Participant to give such notice shall not release the any Borrower from any of its obligations hereunder (and in hereunder. Notwithstanding the case of foregoing sentence, the Borrowers shall not be required to compensate a Lender, a Participant or an Issuing Bank pursuant to this Section for any increased costs incurred or reductions suffered more than nine months prior to the Administrative Agent); provideddate that such Lender, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent such Participant or a Lendersuch Issuing Bank, as the case may be, shall not be entitled to compensation for any such amount relating to any period ending more than six months prior to the date that the Administrative Agent or such Lender, as applicable, first notifies the Borrower in writing thereof Representative of the Regulatory Change giving rise to such increased costs or for any amounts resulting from a change by any Lender reductions, and of its Lending Office such Lender’s, such Participant’s or such Issuing Bank’s intention to claim compensation therefor (other than changes required by Applicable Lawexcept that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent, each Issuing Bank Bank, each Lender and each LenderParticipant, as the case may be, agrees to furnish to the Borrower Representative (and in the case of an Issuing Bank Bank, a Lender or a Lender Participant to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank Bank, such Lender, or such LenderParticipant, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.

Notification and Determination of Additional Costs. Each of the Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to notify the Borrower (and in the case of an Issuing Bank and or a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, any Issuing Bank or any Lender to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, further, that notwithstanding the foregoing provisions of this Section, the Administrative Agent Agent, any Issuing Bank or a Lender, as the case may be, shall not be entitled to submit a claim for compensation for any based upon a Regulatory Change described in the last sentence of the definition of the term “Regulatory Change” unless such amount relating to any period ending more than six months prior to the date Person shall have determined that the Administrative Agent making of such claim is consistent with its general practices under similar circumstances in respect of similarly situated borrowers with credit agreements entitling it to make such claims (it being agreed that no such Person shall be required to disclose any confidential or proprietary information in connection with such Lender, as applicable, first notifies determination or the Borrower in writing thereof or for any amounts resulting from a change by any Lender making of its Lending Office (other than changes required by Applicable Lawsuch claim). The Administrative Agent, each Issuing Bank and each Lender, as the case may be, agrees to furnish to the Borrower (and in the case of an Issuing Bank or a Lender to the Administrative Agent as well) a certificate setting forth the basis and amount of each request for compensation under this Section. Determinations by the Administrative Agent, such Issuing Bank or such Lender, as the case may be, of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days Business Days after receipt thereof. Failure or delay on the part of the Administrative Agent, any Issuing Bank or any Lender to demand compensation pursuant to this Section shall not constitute a waiver of the Administrative Agent’s, such Issuing Bank’s or such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate the Administrative Agent, such Issuing Bank or any such Lender pursuant to this Section for any Additional Costs suffered more than six months prior to the date that the Administrative Agent, such Issuing Bank or such Lender, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such Additional Costs, and of the Administrative Agent’s, such Issuing Bank’s or such Lender’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such Additional Costs is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof).

Notification and Determination of Additional Costs. Each of the Administrative Agent, the Issuing Banks, each Issuing Bank Lender and each LenderParticipant, as the case may be, agrees to notify the Borrower (and in the case of a Lender, to notify the Administrative Agent) of any event occurring after the Agreement Date entitling the Administrative Agent, such Issuing Bank or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, that the failure of the Administrative Agent, Agent or any Issuing Bank Bank, Lender or any Lender Participant to give such notice shall not release the Borrower from any of its obligations hereunder (and in the case of a Lender, to the Administrative Agent)hereunder; provided, furtherhowever, that notwithstanding the foregoing provisions of this Section, the Administrative Agent or a Lender, as the case may be, Borrower shall not be entitled required to compensation compensate a Lender or an Issuing Bank pursuant to this Section for any such amount relating to any period ending increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent such Lender or such Lender, as applicable, first notifies the Borrower in writing thereof or for any amounts resulting from a change by any Lender of its Lending Office (other than changes required by Applicable Law). The Administrative Agent, each Issuing Bank and each LenderBank, as the case may be, notifies the Borrower of the Regulatory Change giving rise to such increased costs or reductions, and of such Lender’s or such Issuing Bank’s intention to claim compensation therefor (except that, if the Regulatory Change 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). The Administrative Agent or such Lender or such Participant agrees to furnish to the Borrower (and in the case of an Issuing Bank a Lender or a Lender Participant, to the Administrative Agent as wellAgent) a certificate setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under this Section. Determinations Absent manifest error, determinations by the Administrative Agent, such Issuing Bank Agent or such Lender, as the case may be, any Lender or any Participant of the effect of any Regulatory Change shall be conclusive and binding for all purposes, absent manifest error. The Borrower shall pay the Administrative Agent, any such Issuing Bank and/or and or any such Lender, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.