Common use of Change in Law; Illegality Clause in Contracts

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans or its commitment to lend hereunder. (b) If any Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender could have achieved but for such change in the Applicable Law (taking into consideration such Lender’s policies with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans or its commitment to lend hereunder. (c) A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this SECTION 4.03 shall be delivered to the Administrative Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the Loans) that the Administrative Borrower may reasonably request in order to reduce the amounts payable under SECTION 4.03(a) or (b), provided that the Borrowers shall reimburse such Lender for any costs incurred by such Lender in doing so to the extent that such Lender reasonably determines that such costs are allocable to the Borrowers with respect to the existence of such Lender’s Loans or commitment to lend hereunder and provided further that such Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers shall not be required to compensate a Lender under SECTION 4.03(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such Lender notifies the Administrative Borrower of the event giving rise to such costs and amounts of such Lender’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Administrative Borrower through the Administrative Agent, (i) the obligation of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, and (ii) each outstanding LIBOR Rate Loan owing by the Borrowers to such Lender shall automatically be converted to a Base Rate Loan and the Borrowers shall pay any amounts due pursuant to SECTION 4.02.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any the Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any the Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such the Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such the Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such the Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such the Lender such additional amount or amounts as will compensate such the Lender for such additional costs incurred or reduction suffered to the extent that such the Lender reasonably determines that such increase in cost be allocable to the existence of such the Lender’s LIBOR Rate Loans or its commitment to lend hereunderLoans. (b) If any the Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such the Lender’s capital as a consequence of this Agreement or the Loans made by such the Lender to a level below that which such the Lender could have achieved but for such change in the Applicable Law (taking into consideration such the Lender’s policies with respect to capital adequacy), then from time to time the Borrowers Borrower will pay to such the Lender such additional amount or amounts as will compensate such the Lender for any such reduction suffered to the extent that such the Lender reasonably determines that such additional amounts are allocable to the existence of such the Lender’s Loans or its commitment to lend hereunderLoans. (c) A certificate of a the Lender setting forth in reasonable detail the amount or amounts necessary to compensate such the Lender as specified in paragraph (a) or (b) of this SECTION 4.03 Section 4.04 shall be delivered to the Administrative Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers Borrower shall pay such the Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the Loans) that the Administrative Borrower may reasonably request in order to reduce the amounts payable under SECTION 4.03(aSections 4.04(a) or (b), provided that the Borrowers Borrower shall reimburse such the Lender for any costs incurred by such the Lender in doing so to the extent that such the Lender reasonably determines that such costs are allocable to the Borrowers Borrower with respect to the existence existent of such the Lender’s Loans or commitment to lend hereunder and provided further that such the Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers Borrower shall not be required to compensate a the Lender under SECTION 4.03(aSections 4.04(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such the Lender notifies the Administrative Borrower of the event giving rise to such costs and amounts of such the Lender’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any the Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that the Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that the Lender without, in that the Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such the Lender to the Administrative Borrower through the Administrative AgentBorrower, (i) the obligation of such the Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, terminate and (ii) each the Borrower shall, on the next Daily Funds Movement Report, request that all outstanding LIBOR Rate Loan Loans owing by the Borrowers Borrower to such the Lender shall automatically be converted to a Base Rate Loan and Loans. Interest accrued thereon shall be paid on the Borrowers shall pay date of conversion, together with any amounts due pursuant to SECTION 4.02Section 4.03, but no premium or penalty shall be payable.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) ), any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans or its commitment to lend hereunder; provided, however that notwithstanding anything herein to the contrary, (x) the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder, issued in connection therewith or in implementation thereof, and (y) all requests, rules, guidelines, requirements and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a change in Applicable Law, regardless of the date enacted, adopted, issued or implemented. (b) If any Lender reasonably determines that the introduction of or any change in any Applicable Law regarding liquidity or capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender could have achieved but for such change in the Applicable Law (including as set forth above, taking into consideration such Lender’s policies with respect to liquidity or capital adequacy), then from time to time the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans or its commitment to lend hereunder. (c) If any Lender or Agent reasonably determines that the introduction of or any change in any Applicable Law, in each case after the date hereof, shall subject such Lender or Agent to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto and the result of any of the foregoing shall be to increase the cost to such Lender or Agent of making, converting to, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, or to reduce the amount of any sum received or receivable by such Lender or Agent hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or Agent, the Borrower will pay to such Lender or Agent such additional amount or amounts as will compensate such Lender or Agent, as the case may be, for such additional costs incurred or reduction suffered. (d) Notwithstanding the foregoing, no Lender shall be entitled to request any payment pursuant to SECTION 4.03(a) or (b) unless such Lender is generally demanding payment under comparable provisions of its agreements with similarly situated Borrower. A certificate of a Lender or Agent setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or Agent as specified in paragraph (a), (b) or (bc) of this SECTION 4.03 shall be delivered to the Administrative Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers Borrower shall pay such Lender or Agent the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the Loans) that the Administrative Borrower may reasonably request in order to reduce the amounts payable under SECTION 4.03(a), (b) or (b), c) provided that the Borrowers Borrower shall reimburse such Lender for any costs incurred by such Lender in doing so to the extent that such Lender reasonably determines that such costs are allocable to the Borrowers Borrower with respect to the existence of such Lender’s Loans or commitment to lend hereunder and provided further that such Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers Borrower shall not be required to compensate a Lender or Agent under SECTION 4.03(a) and ), (b) or (c) for any costs or additional amounts arising more than 180 days prior to the date that such Lender notifies the Administrative Borrower of the event giving rise to such costs and amounts of such Lender’s or Agent’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor. (de) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Administrative Borrower through the Administrative Agent, (i) the obligation of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, and (ii) each outstanding LIBOR Rate Loan owing by the Borrowers Borrower to such Lender shall automatically be converted to a Base Rate Loan and the Borrowers Borrower shall pay any amounts due pursuant to SECTION 4.02.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) ), any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any DIP Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any DIP Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(aSection 4.02(a) shall be to increase the cost to such DIP Lender of making or maintaining any LIBOR Rate DIP Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such DIP Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such DIP Lender such additional amount or amounts as will compensate such DIP Lender for such additional costs incurred or reduction suffered to the extent that such DIP Lender reasonably determines that such increase in cost be allocable to the existence of such DIP Lender’s LIBOR Rate DIP Loans or its commitment to lend hereunder. (b) If any DIP Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such DIP Lender’s capital as a consequence of this Agreement or the DIP Loans made by such DIP Lender to a level below that which such DIP Lender could have achieved but for such change in the Applicable Law (taking into consideration such DIP Lender’s policies with respect to capital adequacy), then from time to time the Borrowers will pay to such DIP Lender such additional amount or amounts as will compensate such DIP Lender for any such reduction suffered to the extent that such DIP Lender reasonably determines that such additional amounts are allocable to the existence of such DIP Lender’s DIP Loans or its commitment to lend hereunder. (c) A certificate of a DIP Lender setting forth in reasonable detail the amount or amounts necessary to compensate such DIP Lender as specified in paragraph (a) or (b) of this SECTION 4.03 Section 4.02 shall be delivered to the Administrative Borrower Borrowers and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers shall pay such DIP Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable DIP Lender shall take such actions (including changing the office of location of the funding of the DIP Loans) that the Administrative Borrower Borrowers may reasonably request in order to reduce the amounts payable under SECTION 4.03(aSection 4.02(a) or (b), provided that the Borrowers shall reimburse such DIP Lender for any costs incurred by such DIP Lender in doing so to the extent that such DIP Lender reasonably determines that such costs are allocable to the Borrowers with respect to the existence of such DIP Lender’s DIP Loans or commitment to lend hereunder and provided further that such DIP Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers shall not be required to compensate a DIP Lender under SECTION 4.03(aSection 4.02(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such DIP Lender notifies the Administrative Borrower Borrowers of the event giving rise to such costs and amounts of such DIP Lender’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect thereforthereof. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Administrative Borrower through the Administrative Agent, (i) the obligation of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, and (ii) each outstanding LIBOR Rate Loan owing by the Borrowers to such Lender shall automatically be converted to a Base Rate Loan and the Borrowers shall pay any amounts due pursuant to SECTION 4.02.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any Lender or the London interbank market Notwithstanding any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans or its commitment to lend hereunder. (b) If any Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence provisions of this Agreement or the Loans made by such Lender to a level below that which such Lender could have achieved but for such change in the Applicable Law (taking into consideration such Lender’s policies with respect to capital adequacy)any Note, then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans or its commitment to lend hereunder. (c) A certificate of if a Lender setting forth in or Issuing Bank notifies the Borrower (giving reasonable detail the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this SECTION 4.03 shall be delivered to the Administrative Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the Loanstherefor) that the Administrative Borrower may reasonably request a Change in order to reduce the amounts payable under SECTION 4.03(a) or (b), provided that the Borrowers shall reimburse such Lender for any costs incurred by such Lender in doing so to the extent that such Lender reasonably determines that such costs are allocable to the Borrowers with respect to the existence of such Lender’s Loans or commitment to lend hereunder and provided further that such Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers shall not be required to compensate a Lender under SECTION 4.03(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such Lender notifies the Administrative Borrower of the event giving rise to such costs and amounts of such Lender’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make makes it unlawful, or that any central bank or other Governmental Authority shall assert asserts that it is unlawful, for any Lender or its Lending Office to agree perform its obligations under this Agreement to make make, maintain, or to continue to fund or maintain any LIBOR Rate Eurodollar Loans of such Lender then outstanding hereunder (a) the Borrower shall, no later than 11:00 a.m. (New York City time) (i) if not prohibited by law, on the last day of the Interest Period for each outstanding Eurodollar Loan, thenor (ii) if required by such notice, unless that on the second Business Day following its receipt of such notice, prepay all of the Eurodollar Loans of such Lender is able then outstanding, together with accrued interest on the principal amount prepaid or defeased to the date of such prepayment and amounts, if any, required to be paid pursuant to Section 2.10 as a result of such prepayment or defeasance being made on such date, (b) such Lender shall simultaneously make or to continue to fund or to maintain such LIBOR a Base Rate Loan at another branch or office to the Borrower on such date in an amount equal to the aggregate principal amount of the Eurodollar Loans prepaid to such Lender, and (c) the right of the Borrower to select Eurodollar Loans from such Lender for any subsequent Borrowing shall be suspended until such Lender shall notify the Borrower that the circumstances causing such suspension no longer exist. Each Lender withoutagrees to use commercially reasonable efforts (consistent with its internal policies and legal and regulatory restrictions) to designate a different Lending Office if the making of such designation would avoid the effect of this paragraph and would not, in that the reasonable judgment of such Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or be otherwise disadvantageous to such Lender. (b) Upon the income obtained therefrom, on giving of the notice thereof and demand therefor by such Lender to the Administrative Borrower through referred to in Section 9.1(a) in respect of any such Eurodollar Loan and provided the Administrative AgentBorrower shall not have prepaid such Loan pursuant to Section 2.9, (i) the obligation any such outstanding Eurodollar Loan of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, and (ii) each outstanding LIBOR Rate Loan owing by the Borrowers to such Lender shall be automatically be converted to a Base Rate Loan on the last day of the Interest Period then applicable thereto or on such earlier date as required by law and (ii) such Lender shall make or continue its portion of any requested Borrowing of a Eurodollar Loan as a Base Rate Loan, which Base Rate Loan shall, for all other purposes, be considered part of such Borrowing. (c) Any Lender or Issuing Bank that has given any notice pursuant to Section 9.1(a) shall, upon determining that it would no longer be unlawful for it to make such Eurodollar Loans or issue such Letters of Credit, give prompt written notice thereof to the Borrower and the Borrowers Administrative Agent, and upon giving such notice, its obligation to make, allow conversions into and maintain, as applicable, such Loans or issue such Letters of Credit shall pay any amounts due pursuant to SECTION 4.02be reinstated.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any Applicable Law shall, in each case after the date hereof, hereof (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Term Loan B Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans or its commitment to lend hereunder. (b) If any Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of this Agreement Agreement, the Term Loan B Loans, or the Loans Term Letters of Credit made or issued by such Lender to a level below that which such Lender could have achieved but for such change in the Applicable Law (taking into consideration such Lender’s policies with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans Term Loan Obligations or its commitment to lend hereunder. (c) A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this SECTION 4.03 shall be delivered to the Administrative Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, foregoing (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the LoansTerm Loan Commitments) that the Administrative Borrower may reasonably request in order to reduce the amounts payable under SECTION 4.03(a) or (b), provided that the Borrowers shall reimburse such Lender for any costs incurred by such Lender in doing so to the extent that such Lender reasonably determines that such costs are allocable to the Borrowers with respect to the existence of such Lender’s Loans Term Loan Commitment or commitment to lend hereunder and provided further that such Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers shall not be required to compensate a Lender under SECTION 4.03(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such Lender notifies the Administrative Borrower of the event giving rise to such costs and amounts of such Lender’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Administrative Borrower through the Administrative Agent, Agent (i) the obligation of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, and (ii) each outstanding LIBOR Rate Loan owing by the Borrowers to such Lender shall automatically be converted to a Base Rate Loan and the Borrowers shall pay any amounts due pursuant to SECTION 4.02.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any and Applicable Law shall, in each case after the date hereof, : (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Participating Lender (except or any corporation controlling such reserve requirement reflected in the LIBOR Rate) or Participating Lender; or (ii) impose on any Participating Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such LenderParticipating Lender or participation therein; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such Participating Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Participating Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Participating Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Participating Lender such additional amount or amounts as will compensate such Participating Lender for such additional costs incurred or reduction suffered to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans or its commitment to lend hereunderincurred. (b) If any Participating Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Participating Lender’s capital as a consequence of this Agreement or the Loans made by such Participating Lender to a level below that which such Participating Lender could have achieved but for such change in the Applicable Law (taking into consideration such Participating Lender’s policies with respect to capital adequacy), then from time to time the Borrowers Borrower will pay to such Participating Lender such additional amount or amounts as will compensate such Participating Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans or its commitment to lend hereundersuffered. (c) A certificate of a Participating Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this SECTION 4.03 Section 6.04 shall be delivered to the Administrative Borrower and shall be final, binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers Borrower shall pay such Participating Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable Participating Lender shall take such actions (including changing the office of location of the funding of the Loans) that the Administrative Borrower may reasonably request in order to reduce the amounts payable under SECTION 4.03(aSection 6.04(a) or (b), ) provided that the Borrowers Borrower shall reimburse such Participating Lender for any costs incurred by such Participating Lender in doing so to the extent and further provided that such Lender reasonably determines that such costs are allocable to the Borrowers with respect to the existence of such Lender’s Loans or commitment to lend hereunder and provided further that such Participating Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, it and (ii) if any Participating Lender fails to give notice to the Borrowers Borrower within 45 days after it becomes actually aware of an event that would entitle such Participating Lender to compensation under Section 6.04(a) or (b) then the Borrower shall not be required obligated to compensate a Lender under SECTION 4.03(amake payment of costs incurred (in connection with such event) and (b) for any costs or additional amounts arising more than 180 days prior to that date which is 45 days after the date that day such Participating Lender notifies gives notice to the Administrative Borrower of the event giving rise to such costs and amounts of such Lender’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect thereforevent. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, introduction of or any change in, in any Applicable Law Law, in each case after the date hereof, shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Participating Lender to agree to make or to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Participating Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that Participating Lender without, in that Participating Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Participating Lender to the Administrative Borrower through the Administrative Agent, (i) the obligation of such Participating Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, terminate and (ii) each the Borrower shall forthwith prepay in full, without any premium or penalty, all outstanding LIBOR Rate Loan Loans owing by the Borrowers Borrower to such Lender shall automatically be converted to a Base Rate Loan Participating Lender, together with interest accrued thereon and the Borrowers shall pay any amounts due pursuant to SECTION 4.02Section 6.03.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans or its commitment to lend hereunderLoans. (b) If any Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender could have achieved but for such change in the Applicable Law (taking into consideration such Lender’s policies with respect to capital adequacy), then from time to time the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans or its commitment to lend hereunderLoans. (c) A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this SECTION 4.03 Section 4.04 shall be delivered to the Administrative Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the Loans) that the Administrative Borrower may reasonably request in order to reduce the amounts payable under SECTION 4.03(aSections 4.04(a) or (b), provided that the Borrowers Borrower shall reimburse such Lender for any costs incurred by such Lender in doing so to the extent that such Lender reasonably determines that such costs are allocable to the Borrowers Borrower with respect to the existence existent of such Lender’s Loans or commitment to lend hereunder and provided further that such Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers Borrower shall not be required to compensate a Lender under SECTION 4.03(aSections 4.04(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such Lender notifies the Administrative Borrower of the event giving rise to such costs and amounts of such Lender’s intention to claim compensation therefor and, if the event giving rise to such ­NY12534:166729.34 increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Administrative Borrower through the Administrative Agent, (i) the obligation of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, terminate and (ii) each the Borrower shall forthwith prepay in full, without any premium or penalty, all outstanding LIBOR Rate Loan Loans owing by the Borrowers Borrower to such Lender shall automatically be converted to a Base Rate Loan Lender, together with interest accrued thereon and the Borrowers shall pay any amounts due pursuant to SECTION 4.02Section 4.03.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans or its commitment to lend hereunderLoans. (b) If any Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender could have achieved but for such change in the Applicable Law (taking into consideration such Lender’s policies with respect to capital adequacy), then from time to time the Borrowers Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans or its commitment to lend hereunderLoans. (c) A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this SECTION 4.03 Section 4.04 shall be delivered to the Administrative Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the Loans) that the Administrative Borrower may reasonably request in order to reduce the amounts payable under SECTION 4.03(aSections 4.04(a) or (b), provided that the Borrowers Borrower shall reimburse such Lender for any costs incurred by such Lender in doing so to the extent that such Lender reasonably determines that such costs are allocable to the Borrowers Borrower with respect to the existence existent of such Lender’s Loans or commitment to lend hereunder and provided further that such Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers Borrower shall not be required to compensate a Lender under SECTION 4.03(aSections 4.04(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such Lender notifies the Administrative Borrower of the event giving rise to such costs and amounts of such Lender’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Administrative Borrower through the Administrative Agent, (i) the obligation of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, terminate and (ii) each the Borrower shall forthwith prepay in full, without any premium or penalty, all outstanding LIBOR Rate Loan Loans owing by the Borrowers Borrower to such Lender shall automatically be converted to a Base Rate Loan Lender, together with interest accrued thereon and the Borrowers shall pay any amounts due pursuant to SECTION 4.02Section 4.03.

Change in Law; Illegality. (a) If the adoption or implementation of, or any change in (or the interpretation, administration or application of) ), any Applicable Law shall, in each case after the date hereof, (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the LIBOR Rate) or (ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or LIBOR Rate Loans made by such Lender; and the result of any of the foregoing under (i) or (ii) of this SECTION 4.03(a) shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit, or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise)), then the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered to the extent that such Lender reasonably determines that such increase in cost be allocable to the existence of such Lender’s LIBOR Rate Loans or its commitment to lend hereunder. (b) If any Lender reasonably determines that the introduction of or any change in any Applicable Law regarding capital requirements, in each case after the date hereof, has or would have the effect of reducing the rate of return on such Lender’s capital as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender could have achieved but for such change in the Applicable Law (taking into consideration such Lender’s policies with respect to capital adequacy), then from time to time the Borrowers will pay to such Lender such additional amount or amounts as will compensate such Lender for any such reduction suffered to the extent that such Lender reasonably determines that such additional amounts are allocable to the existence of such Lender’s Loans or its commitment to lend hereunder. (c) A certificate of a Lender setting forth in reasonable detail the amount or amounts necessary to compensate such Lender as specified in paragraph (a) or (b) of this SECTION 4.03 shall be delivered to the Administrative Borrower and shall be binding and conclusive for all purposes, so long as it reflects the basis for the calculation of the amounts set forth therein and does not contain any manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof. Notwithstanding the foregoing, (i) the applicable Lender shall take such actions (including changing the office of location of the funding of the Loans) that the Administrative Borrower may reasonably request in order to reduce the amounts payable under SECTION 4.03(a) or (b), provided that the Borrowers shall reimburse such Lender for any costs incurred by such Lender in doing so to the extent that such Lender reasonably determines that such costs are allocable to the Borrowers with respect to the existence of such Lender’s Loans or commitment to lend hereunder and provided further that such Lender shall only be required to take such actions if it determines in good faith that such actions would not be disadvantageous to it, and (ii) the Borrowers shall not be required to compensate a Lender under SECTION 4.03(a) and (b) for any costs or additional amounts arising more than 180 days prior to the date that such Lender notifies the Administrative Borrower of the event giving rise to such costs and amounts of such Lender’s intention to claim compensation therefor and, if the event giving rise to such increased costs and amounts is retroactive, then the 180-day period referred to in this clause (ii) shall be extended to include the period of retroactive effect therefor. (d) Notwithstanding anything to the contrary contained herein, if the adoption or implementation of, or any change in, any Applicable Law shall make it unlawful, or any central bank or other Governmental Authority shall assert that it is unlawful, for any Lender to agree to make or to continue to fund or maintain any LIBOR Rate Loan, then, unless that Lender is able to make or to continue to fund or to maintain such LIBOR Rate Loan at another branch or office of that Lender without, in that Lender’s opinion, adversely affecting it or its LIBOR Rate Loans or the income obtained therefrom, on notice thereof and demand therefor by such Lender to the Administrative Borrower through the Administrative Agent, (i) the obligation of such Lender to make, to continue to fund or maintain LIBOR Rate Loans shall terminate, and (ii) each outstanding LIBOR Rate Loan owing by the Borrowers to such Lender shall automatically be converted to a Base Rate Loan and the Borrowers shall pay any amounts due pursuant to SECTION 4.02.