Common use of Capital Adequacy; Increased Costs; Illegality Clause in Contracts

Capital Adequacy; Increased Costs; Illegality. If Lender determines that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other governmental authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Lender and thereby reducing the rate of return on Lender's capital as a consequence of its obligations hereunder, then Borrowers shall from time to time upon demand by Lender, pay to Lender, additional amounts sufficient to compensate Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by Lender to Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a). If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), in each case adopted after the Closing Date, there shall be any increase in the cost to Lender of agreeing to make or making, funding or maintaining the Loan, then Borrowers shall from time to time, upon demand by Lender, pay to Lender, additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by Lender, shall be conclusive and binding on Borrowers for all purposes, absent manifest error. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.8(b). Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to the Libor Rate, then, unless Lender is able to make or to continue to fund or to maintain the Loan at another office of Lender without, in Lender's opinion, adversely affecting it or its Loan or the income obtained therefrom, on notice thereof and demand therefor by Lender to Borrowers, (i) the obligation of Lender to agree to make or to make or to continue to fund or maintain the Loan shall terminate and (ii) Borrowers shall prepay in full the Loan, together with interest accrued thereon, but without payment of the Acceleration Exit Fee, within thirty (30) days following Lender's demand for payment unless Lender determines a replacement index and spread to approximate the Contract Rate before such change in law or regulation. Lender will use best efforts to determine such replacement index and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of the date Lender determined that the Libor Rate was no longer available.

Capital Adequacy; Increased Costs; Illegality. If any Lender determines shall have determined that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other governmental authority Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder, then Borrowers Borrower shall from time to time upon demand by Lender, such Lender (with a copy of such demand to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by such Lender to Borrowers Borrower and to Agent shall, absent manifest error, be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a). If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), in each case adopted after the Closing Date, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining the any Loan, then Borrowers Borrower shall from time to time, upon demand by Lendersuch Lender (with a copy of such demand to Agent), pay to Lender, Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower and to Agent by such Lender, shall be conclusive and binding on Borrowers Borrower for all purposes, absent manifest error. Each Lender agrees thatthat it shall, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers Borrower pursuant to this Section 2.8(b1.16(b). Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other governmental authority Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to the Libor RateLIBOR Loan, then, unless that Lender is able to make or to continue to fund or to maintain the such LIBOR Loan at another branch or office of that Lender without, in that Lender's opinion, adversely affecting it or its Loan Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to BorrowersBorrower through Agent, (i) the obligation of such Lender to agree to make or to make or to continue to fund or maintain the Loan LIBOR Loans shall terminate and (ii) Borrowers Borrower shall forthwith prepay in full the Loanall outstanding LIBOR Loans owing by Borrower to such Lender, together with interest accrued thereon, but without unless Borrower, within 5 Business Days after the delivery of such notice and demand, converts all LIBOR Loans into Index Rate Loans, in each case with payment of the Acceleration Exit Fee, within thirty (30) days following Lender's demand for payment unless Lender determines a replacement index and spread to approximate the Contract Rate before such change any LIBOR breakage costs as described in law or regulation. Lender will use best efforts to determine such replacement index and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of the date Lender determined that the Libor Rate was no longer available.Section 1.13

Capital Adequacy; Increased Costs; Illegality. If any Lender determines shall have determined that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other governmental authority Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby reducing the rate of return on such Lender's capital as a consequence of its obligations hereunder, then Borrowers Borrower shall from time to time upon demand by Lender, such Lender (with a copy of such demand to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by such Lender to Borrowers Borrower and to Agent shall, absent manifest error, be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a). If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), in each case adopted after the Closing Date, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining the any Loan, then Borrowers Borrower shall from time to time, upon demand by Lendersuch Lender (with a copy of such demand to Agent), pay to Lender, Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower and to Agent by such Lender, shall be conclusive and binding on Borrowers Borrower for all purposes, absent manifest error. Each Lender agrees thatthat it shall, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers Borrower pursuant to this Section 2.8(b1.14(b). Notwithstanding anything Within fifteen (15) days after receipt by Borrower of written notice and demand from any Lender (an "Affected Lender") for payment of additional amounts or increased costs as provided in Section 1.13(a), 1.14(a) or 1.14(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default has occurred and is continuing, Borrower, with the consent of Agent, may obtain, at Borrower's expense, a replacement Lender ("Replacement Lender") for the Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a Replacement Lender within 90 days following notice of its intention to do so, the Affected Lender must sell and assign its Loan to such Replacement Lender for an amount equal to the contrary contained hereinprincipal balance of the Loan held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale; provided, if that Borrower shall have reimbursed such Affected Lender for the introduction of additional amounts or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other governmental authority shall assert increased costs that it is unlawfulentitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for increased costs or additional amounts within fifteen (15) days following its receipt of Borrower's notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to the Libor Ratewithin 90 days thereafter, then, unless Lender is able to make or to continue to fund or to maintain the Loan at another office of Lender without, in LenderBorrower's opinion, adversely affecting it or its Loan or the income obtained therefrom, on notice thereof and demand therefor by Lender to Borrowers, (irights under this Section 1.14(c) the obligation of Lender to agree to make or to make or to continue to fund or maintain the Loan shall terminate and (iiBorrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to Sections 1.13(a), 1.14(a) Borrowers and 1.14(b). Borrower shall prepay not be required to compensate a Lender pursuant to Section 1.14(a) or Section 1.14(b) for any increased cost or reduction in full respect of a period occurring more than 180 days prior to the Loan, together with interest accrued thereon, but without payment date that such Lender notifies Borrower of the Acceleration Exit Fee, within thirty (30) days following such Lender's demand for payment intention to claim compensation therefor unless the circumstances giving rise to such increased cost or reduction became applicable retroactively, in which case no such time limitation shall apply so long as such Lender determines a replacement index and spread to approximate the Contract Rate before such change in law or regulation. Lender will use best efforts to determine such replacement index and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of requests compensation within 180 days from the date Lender determined that the Libor Rate was no longer availablesuch circumstances become applicable.

Capital Adequacy; Increased Costs; Illegality. (a) If Lender determines that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other governmental authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Lender and thereby reducing the rate of return on Lender's capital the Loan made by Lender hereunder as a consequence of its obligations hereunderhereunder to a level below that which Lender would have achieved but for such adoption, change or compliance, then Borrowers shall from time to time upon demand by fifteen (15) days prior notice from Lender, pay to Lender, Lender additional amounts sufficient to compensate Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by Lender to Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a). (b) If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of law), in each case adopted after the Closing Date, there shall be any increase in the cost to Lender of agreeing to make or making, funding or maintaining the LoanLoan (other than an increase in cost solely as a result of income or franchise taxes payable by Lender), then Borrowers shall from time to time, upon demand by Lender, pay to Lender, Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower Borrowers by Lender, shall be conclusive and binding on Borrowers for all purposes, absent manifest error. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.8(b1.9(b). -------------- (c) Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to the Libor RateLIBOR, then, unless Lender is able to make or to continue to fund or to maintain the Loan at another branch or office of Lender without, in Lender's opinion, adversely affecting it or its Loan or the income obtained therefrom, on notice thereof and demand therefor by Lender to Borrowers, (i) the obligation of Lender to agree to make or to make or to continue to fund or maintain the Loan shall terminate and (ii) Borrowers shall forthwith prepay in full the Loan, together with interest accrued thereon, but thereon without payment of the Acceleration penalty or any Exit Fee, within thirty (30) days following Lender's demand for payment unless Lender determines a replacement index and spread to approximate the Contract Rate before such change in law or regulation. Lender will use best efforts to determine such replacement index and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of the date Lender determined that the Libor Rate was no longer availableARTICLE II.

Capital Adequacy; Increased Costs; Illegality. (a) If any Lender determines that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other governmental authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Lender and thereby reducing the rate of return on Lender's capital as a consequence of its obligations hereunder, then Borrowers shall from time to time upon demand ten (10) days prior written notice by Lendersuch Lender (which notice shall only be sent by such Lender if Lender is requiring similar payments from other borrowers), pay to such Lender, additional amounts sufficient to compensate Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by Lender Agent to Borrowers shall, absent manifest error, be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a2.8(a). If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority (whether or not having the force of lawunder this Section 2.8(a), in each case adopted after the Closing Date, there shall be Borrowers are required by any increase in the cost to Lender of agreeing or Lenders to make an aggregate payment to such Lender or makingLender(s) of $1,000,000 or more, funding or maintaining the Loan, then Borrowers shall from time to time, upon demand by Lender, pay to Lender, additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by Lender, shall be conclusive and binding on Borrowers for all purposes, absent manifest error. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.8(b). Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to the Libor Rate, then, unless Lender is able to make or to continue to fund or to maintain the Loan at another office of Lender without, in Lender's opinion, adversely affecting it or its Loan or the income obtained therefrom, on notice thereof and demand therefor by Lender to Borrowers, (i) the obligation of Lender to agree to make or to make or to continue to fund or maintain the Loan shall terminate and (ii) Borrowers shall prepay in full the Loan, together with interest accrued thereon, but without payment of the Acceleration Exit Feemay, within thirty (30) days following after receipt of Lender's demand for notice of such required payment(s) hereunder, prepay the Loan in full without payment unless Lender determines a replacement index and spread to approximate the Contract Rate before such change in law or regulation. Lender will use best efforts to determine such replacement index and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of the date Lender determined that the Libor Rate was no longer availablePrepayment Premium.

Capital Adequacy; Increased Costs; Illegality. If Lender determines shall have determined that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other governmental authority Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Lender and thereby reducing the rate of return on Lender's capital as a consequence of its obligations hereunder, then Borrowers Borrower shall from time to time upon demand by Lender, Lender pay to Lender, Lender additional amounts sufficient to compensate Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by Lender to Borrowers shall, absent manifest error, Borrower shall be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware presumptive evidence of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a)matters set forth therein. If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), in each case adopted after the Closing Date, there shall be any increase in the cost to Lender of agreeing to make or making, funding or maintaining the any Revolving Loan, then Borrowers Borrower shall from time to time, upon demand by Lender, pay to Lender, Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by Lender, shall be conclusive and binding on Borrowers for all purposes, absent manifest errorpresumptive evidence of the matters set forth therein. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers Borrower pursuant to this Section 2.8(b1.16(b). Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to the Libor Rate, then, unless Lender is able to make or to continue to fund or to maintain the Loan at another office of Lender without, in Lender's opinion, adversely affecting it or its Loan or the income obtained therefrom, on notice thereof and demand therefor by Lender to Borrowers, (i) the obligation of Lender to agree to make or to make or to continue to fund or maintain the Loan shall terminate and (ii) Borrowers shall prepay in full the Loan, together with interest accrued thereon, but without payment of the Acceleration Exit Fee, within thirty (30) days following Lender's demand for payment unless Lender determines a replacement index and spread to approximate the Contract Rate before such change in law or regulation. Lender will use best efforts to determine such replacement index and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of the date Lender determined that the Libor Rate was no longer available.

Capital Adequacy; Increased Costs; Illegality. If Lender determines shall have reasonably determined that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other governmental authority Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by Lender and thereby reducing the rate of return on Lender's ’s capital as a consequence of its obligations hereunder, then Borrowers shall from time to time upon demand by Lender, Lender pay to Lender, additional amounts sufficient to compensate Lender for such reduction. A reasonably detailed certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by Lender to Borrowers Borrower Representative and to Lender shall, absent manifest error, be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a). If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), in each case adopted after the Closing Date, there shall be any increase in the cost to Lender of agreeing to make or making, funding or maintaining the any Loan, then Borrowers shall from time to time, upon demand by Lender, pay to Lender, Lender for the account of Lender additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by Representative and to Lender, shall be conclusive and binding on Borrowers for all purposes, absent manifest error. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to in Section 1.10(a) above or in this Section 1.10(b), which would result in any such increased cost, the Lender shall, to the extent not inconsistent with such Lender's ’s internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.8(b). Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof1.10(a) shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to the Libor Rate, then, unless Lender is able to make or to continue to fund or to maintain the Loan at another office of Lender without, in Lender's opinion, adversely affecting it or its Loan or the income obtained therefrom, on notice thereof and demand therefor by Lender to Borrowers, (i) the obligation of Lender to agree to make or to make or to continue to fund or maintain the Loan shall terminate and (ii) Borrowers shall prepay in full the Loan, together with interest accrued thereon, but without payment of the Acceleration Exit Fee, within thirty (30) days following Lender's demand for payment unless Lender determines a replacement index and spread to approximate the Contract Rate before such change in law or regulation. Lender will use best efforts to determine such replacement index and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of the date Lender determined that the Libor Rate was no longer availableb).

Capital Adequacy; Increased Costs; Illegality. If Lender determines that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, reserve requirements or similar requirements or compliance by any Lender with any request or directive regarding capital adequacy, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Date, from any central bank or other governmental authority Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby reducing the rate of return on such Lender's ’s capital as a consequence of its obligations hereunder, then Borrowers Borrower shall from time to time upon demand by Lender, such Lender (with a copy of such demand to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and showing the basis of the computation thereof submitted by such Lender to Borrowers shall, absent manifest error, Borrower and to Agent shall be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware presumptive evidence of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a)matters set forth therein. If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), in each case adopted after the Closing Date, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining the any Loan, then Borrowers Borrower shall from time to time, upon demand by Lendersuch Lender (with a copy of such demand to Agent), pay to Lender, Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower and to Agent by such Lender, shall be conclusive and binding on Borrowers for all purposes, absent manifest errorpresumptive evidence of the matters set forth therein. Each Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, the affected Lender shall, to the extent not inconsistent with such Lender's ’s internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers Borrower pursuant to this Section 2.8(b1.16(b). Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawful, or any central bank or other governmental authority Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to the Libor RateLIBOR Loan, then, unless that Lender is able to make or to continue to fund or to maintain the such LIBOR Loan at another branch or office of that Lender without, in that Lender's ’s reasonable opinion, materially adversely affecting it or its Loan Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to BorrowersBorrower through Agent, (i) the obligation of such Lender to agree to make or to make or to continue to fund or maintain the Loan LIBOR Loans shall terminate and (ii) Borrowers Borrower shall forthwith prepay in full the Loanall outstanding LIBOR Loans owing to such Lender, together with interest accrued thereon, but without payment of the Acceleration Exit Feeunless Borrower, within five (5) Business Days after the delivery of such notice and demand, converts all LIBOR Loans into Index Rate Loans. Within thirty (30) days after receipt by Borrower of written notice and demand from any Lender (an “Affected Lender”) for payment of additional amounts or increased costs as provided in Sections 1.15(a), 1.16(a) or 1.16(b), Borrower may, at its option, notify Agent and such Affected Lender of its intention to replace the Affected Lender. So long as no Default or Event of Default has occurred and is continuing, Borrower, with the consent of Agent, may obtain, at Borrower’s expense, a replacement Lender (“Replacement Lender”) for the Affected Lender, which Replacement Lender must be reasonably satisfactory to Agent. If Borrower obtains a Replacement Lender within ninety (90) days following Lender's notice of its intention to do so, the Affected Lender must sell and assign its Loans and Commitments to such Replacement Lender for an amount equal to the principal balance of all Loans held by the Affected Lender and all accrued interest and Fees with respect thereto through the date of such sale and such assignment shall not require the payment of an assignment fee to Agent; provided, that Borrower shall have reimbursed such Affected Lender for the additional amounts or increased costs that it is entitled to receive under this Agreement through the date of such sale and assignment. Notwithstanding the foregoing, Borrower shall not have the right to obtain a Replacement Lender if the Affected Lender rescinds its demand for payment unless increased costs or additional amounts within 15 days following its receipt of Borrower’s notice of intention to replace such Affected Lender. Furthermore, if Borrower gives a notice of intention to replace and does not so replace such Affected Lender determines a replacement index within ninety (90) days thereafter, Borrower’s rights under this Section 1.16(d) shall terminate with respect to such Affected Lender and spread Borrower shall promptly pay all increased costs or additional amounts demanded by such Affected Lender pursuant to approximate the Contract Rate before such change in law or regulation. Lender will use best efforts to determine such replacement index Sections 1.15(a), 1.16(a) and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of the date Lender determined that the Libor Rate was no longer available1.16(b).

Capital Adequacy; Increased Costs; Illegality. (a) If any Lender determines shall have determined that any law, treaty, governmental (or quasi-governmental) rule, regulation, guideline or order regarding capital adequacy, liquidity, reserve requirements or similar requirements or compliance by any Lender with any request or directive regarding capital adequacy, liquidity, reserve requirements or similar requirements (whether or not having the force of law), in each case, adopted after the Closing Amendment No. 7 Effective Date, from any central bank or other governmental authority Governmental Authority increases or would have the effect of increasing the amount of capital, reserves or other funds required to be maintained by such Lender and thereby reducing the rate of return on such Lender's ’s capital as a consequence of its obligations hereunder, then the U.S. Borrowers or the Canadian Borrowers, as the case may be, shall from time to time upon demand by Lender, such Lender (with a copy of such demand to Agent) pay to Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such reduction. A certificate as to the amount of that reduction and showing setting forth in reasonable detail the basis of the computation thereof submitted by such Lender to Borrowers Borrower Representative and to Agent shall, absent manifest error, be final, conclusive and binding for all purposes. Lender agrees that, as promptly as practicable after it becomes aware of any circumstances referred to above which would result in any such increased cost, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.9(a). (b) If, due to either (i) the introduction of or any change in any law or regulation (or any change in the interpretation thereof) or (ii) the compliance with any guideline or request from any central bank or other governmental authority Governmental Authority (whether or not having the force of law), in each case adopted after the Closing Amendment No. 7 Effective Date, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining the maintaining, continuing, converting to any Term SOFR Loan or BATerm XXXXX Loan, then Borrowers shall from time to time, upon demand by Lender, pay to Lender, additional amounts sufficient to compensate Lender for such increased cost. A certificate as to the amount of such increased cost, submitted to Borrower by Lender, or there shall be conclusive and binding a Tax (other than Indemnified Taxes or Excluded Taxes) on Borrowers for all purposesany Recipient on its loans, absent manifest error. Lender agrees thatloan principal, as promptly as practicable after it becomes aware letters of any circumstances referred to above which would result in any such increased costcredit, Lender shall, to the extent not inconsistent with such Lender's internal policies of general application, use reasonable commercial efforts to minimize costs and expenses incurred by it and payable to it by Borrowers pursuant to this Section 2.8(b). Notwithstanding anything to the contrary contained herein, if the introduction of or any change in any law or regulation (or any change in the interpretation thereof) shall make it unlawfulcommitments, or any central bank other obligations, or its deposits, reserves, or other governmental authority shall assert that it is unlawfulliabilities, for Lender to agree to make or to make or to continue to fund or maintain any Loan bearing interest computed by reference to capital attributable thereto, then the Libor Rate, then, unless Lender is able to make or to continue to fund or to maintain the Loan at another office of Lender without, in Lender's opinion, adversely affecting it or its Loan or the income obtained therefrom, on notice thereof and demand therefor by Lender to U.S. Borrowers, (i) the obligation of Lender to agree to make or to make or to continue to fund or maintain the Loan shall terminate and (ii) Borrowers shall prepay in full the Loan, together with interest accrued thereon, but without payment of the Acceleration Exit Fee, within thirty (30) days following Lender's demand for payment unless Lender determines a replacement index and spread to approximate the Contract Rate before such change in law or regulation. Lender will use best efforts to determine such replacement index and spread and will notify Borrowers of the index and spread to be used and the same shall be applied to the Loan effective as of the date Lender determined that the Libor Rate was no longer available.