Common use of Changed Circumstances Clause in Contracts

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers shall also pay any amount due pursuant to SECTION 5.12. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to be

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, the Borrowers shall also pay any amount due pursuant to SECTION 5.124.10. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan Borrowing or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Borrowing made and Loan to be converted or continued, a "Pending Loan"), notify the Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrowers to select Eurodollar Rate Loan for such Pending Loan, any subsequent Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Base Rate Loan.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers Borrower of such event, and the right of the Borrowers Borrower to select a Eurodollar Rate Loan Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that the circumstances causing such suspension no longer exist, and the Borrowers Borrower shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowersBorrower, within three Business Days after such notice from the Administrative Agent, request requests the conversion of all Eurodollar Rate Loans then outstanding into Base Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers Borrower shall also pay any amount due pursuant to SECTION 5.123.10. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a PENDING LOAN), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers shall also pay any amount due pursuant to SECTION 5.125.11. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrowers to select a Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Base Rate Loan. (c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with any guideline or request (except to the extent such guideline 58 66 or request affects taxes measured by net income) from any central bank or other governmental authority (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans (other than as separately provided for in SECTION 5.16(D)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. (d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Revolving Credit Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Agent thereof. The Borrowers agree to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction. (e) Before giving any notice pursuant to SECTION 5.16(A) or making any demand pursuant to SECTION 5.16(C) or (D), each Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (f) A certificate of the Lender claiming compensation under SECTION 5.16(C) or (D) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.

Changed Circumstances. (a) If Circumstances Affecting LIBOR Rate and Alternative Currency Availability. If, with respect to any Interest Period for any LIBOR Rate Loan, the introduction of Administrative Agent, the Alternative Currency Lender or any change Lender (after consultation with the Administrative Agent) shall determine that (i) by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in Eurodollars or the Alternative Currency in the interpretation of (in each case, after applicable amounts are not being quoted via Telerate Page 3750 or the date hereof) any law applicable Reuters Screen Page or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender offered to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of or such event and Lender for such Interest Period, (ii) a fundamental change has occurred in the foreign exchange or interbank markets with respect to any Alternative Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls) or (iii) it has become otherwise materially impractical for the Alternative Currency Lender to make any Alternative Currency Loan, then the Administrative Agent shall notify forthwith give notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, the obligation of such eventthe Lenders or the Alternative Currency Lender as applicable, to make LIBOR Rate Loans or Alternative Currency Loans, as applicable, and the right of the Borrowers to select convert any Loan to or continue any Loan as a Eurodollar LIBOR Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan an Alternative Currency Loan, as applicable, shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer existsuspended, and (i) the Borrowers shall forthwith prepay repay in full all Eurodollar Rate Revolving Credit Loans and, if on (or prior cause to be repaid in full) the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert principal amount of each Eurodollar such LIBOR Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition or Alternative Currency Loan, and shall pay all as applicable, together with accrued interest accrued thereon through the date of such prepayment or conversionthereon, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Rate Loan or Alternative Currency Loan, as applicable, or (ii) solely with respect to Revolving Credit Loans which are LIBOR Rate Loans, convert the then outstanding principal amount of each such LIBOR Rate Loan to a Base Rate Loan in Dollars as of the last day of such Interest Period; provided that if the Borrowers elect to make such conversion, the Borrowers shall also pay any amount due pursuant to SECTION 5.12. (b) If the Administrative Agent shalland the Lenders any and all costs, at least one Business Day before fees and other expenses incurred by the date of any requested Loan or Administrative Agent and the effective date of any conversion or continuation of an existing Loan to beLenders in effecting such conversion.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers Borrower of such event, and the right of the Borrowers Borrower to select a Eurodollar Rate Loan Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that the circumstances causing such suspension no longer exist, and the Borrowers Borrower shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowersBorrower, within three Business Days after such notice from the Administrative Agent, request requests the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, the Borrowers Borrower shall also pay any amount due pursuant to SECTION 5.12. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select the Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Loan comprising each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Base Rate Loan.

Changed Circumstances. (a) Circumstances Affecting LIBOR Rate and Eurocurrency --------------------------------------------------- Rate Availability. If with respect to any Interest Period the introduction of Administrative ----------------- Agent or any change Lender shall determine that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in or Eurodollars in the interpretation of (in each case, after the date hereof) any law applicable amounts are not being quoted via Telerate Page 3750 or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender offered to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of or such event and Lender for such Interest Period, then the Administrative Agent shall notify forthwith give notice thereof to the Borrowers. Thereafter, until the Administrative Agent notifies the Borrowers that such circumstances no longer exist, the obligation of such eventthe Lenders to make LIBOR Rate Loans, Eurocurrency Loans or LIBO Market Index Rate Loans and the right of the Borrowers to select convert any Loan to or continue any Loan as a Eurodollar LIBOR Rate Loan, Eurocurrency Loan for any subsequent Interest Period or in connection with any subsequent conversion of any a LIBO Market Index Rate Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer existsuspended, and the Borrowers shall forthwith prepay shall: (i) repay in full all Eurodollar Rate Revolving Credit Loans and, if on (or prior cause to be repaid in full) the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert principal amount of each Eurodollar such LIBOR Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition or Eurocurrency Loan, and shall pay all together with accrued interest accrued thereon through the date of such prepayment or conversionthereon, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Rate Loan or Eurocurrency Loan; (ii) repay in full (or cause to be repaid in full) the then outstanding principal amount of each such LIBO Market Index Rate Loan together with accrued interest thereon; or (iii) convert to a Base Rate Loan the then outstanding principal amount of each such LIBO Market Index Rate Loan and, as of the last day of each applicable Interest Period, the Borrowers shall also pay any then outstanding principal amount due pursuant to SECTION 5.12of each such LIBOR Rate Loan or Eurocurrency Loan. (b) If Laws Affecting LIBOR Rate, Eurocurrency Rate and LIBO ----------------------------------------------------- Market Index Rate Availability. If, after the date hereof, the introduction of, ------------------------------ or any change in, any Applicable Law or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by any Lender (or any of their respective Lending Offices) with any request or directive (whether or not having the force of law) of any such Authority, central bank or comparable agency, shall make it unlawful or impossible for any Lender (or any of their respective Lending Offices) to honor its obligations hereunder to make or maintain any LIBOR Rate Loan, Eurocurrency Loan or LIBO Market Index Rate Loan, such Lender shall promptly give notice thereof to the Administrative Agent, and the Administrative Agent shallshall promptly give notice to the Borrowers and the other Lenders. Thereafter, at least one Business Day before until the date Administrative Agent notifies the Borrowers that such circumstances no longer exist, (i) the obligations of the Lenders to make LIBOR Rate Loans, Eurocurrency Loans or LIBO Market Index Rate Loans and the right of the Borrowers to convert any requested Loan or continue any Loan as a LIBOR Rate Loan, Eurocurrency Loan or LIBO Market Index Rate Loan shall be suspended and thereafter the Borrowers may select only Base Rate Loans hereunder, and (ii) if any of the Lenders may not lawfully continue to maintain a LIBO Market Index Rate Loan, LIBOR Rate Loan or Eurocurrency Loan to the end of the then current Interest Period applicable thereto, the applicable LIBO Market Index Rate Loan shall immediately be converted to a Base Rate Loan or the effective date applicable LIBOR Rate Loan or Eurocurrency Loan shall immediately be converted to a Base Rate Loan for the remainder of any conversion or continuation of an existing Loan to bethe Interest Period applicable thereto.

Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If the introduction of or with respect to ----------------------------------------------- any change in Interest Period: (i) at least three (3) Lenders (or in any event the interpretation of (in each case, after the date hereofRequired Lenders) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify advise the Administrative Agent that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via Telerate Page 3750 or offered to such Lenders for such Interest Period, or (ii) at least three (3) Lenders (or in any event the Required Lenders) advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans for such Interest Period, then the Administrative Agent shall notify forthwith give prompt written notice thereof to the Borrowers Borrower and the Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of such event, the Lenders to make LIBOR Rate Loans and the right of the Borrowers Borrower to select convert any Loan to or continue any Loan as a Eurodollar LIBOR Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer existsuspended, and the Borrowers Borrower shall forthwith prepay repay in full all Eurodollar Rate Revolving Credit Loans and, if on (or prior cause to be repaid in full) the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert principal amount of each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar LIBOR Rate Loans then outstanding into Base Rate Loans; PROVIDEDtogether with accrued interest thereon, that if the date of such repayment or proposed conversion is not on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Rate Loan, Loan or convert the Borrowers shall also pay any then outstanding principal amount due pursuant of each such LIBOR Rate Loan to SECTION 5.12. (b) If a Base Rate Loan as of the last day of such Interest Period. Unless the Borrower notifies the Administrative Agent shall, at least one two Business Day Days before the date of any requested Loan affected borrowing or the effective date of any conversion or continuation specified in any applicable Notice of an existing Loan Borrowing or Notice of Conversion/Continuation that they elect not to beborrow or convert or continue Loans on the date specified therein, the Lenders shall make, convert or continue the Loans in the amount specified by the Borrower in the applicable notice, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan LIBOR Loans or to fund or maintain Eurodollar Rate LIBOR Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate LIBOR Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate LIBOR Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate LIBOR Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate LIBOR Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to any such Eurodollar Rate LIBOR Loan, the Borrowers shall also pay any amount due pursuant to SECTION 5.125.11. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a LIBOR Loan (each such requested Loan and Loan to be converted or continued, a "Pending Loan"), notify the Borrowers that LIBOR will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a LIBOR Loan or that LIBOR is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrowers to select a LIBOR Loan for such Pending Loan, any subsequent requested Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Base Rate Loan. (c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with any guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Loans (other than as separately provided for in SECTION 5.14(d)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost or convert the Borrowing of which such LIBOR Loan is a part to Base Rate Loans and pay to the Administrative Agent, for the account of such Lender, the amount due pursuant to SECTION 5.11. (d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Revolving Credit Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Administrative Agent thereof. The Borrowers agree to pay to the Administrative Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction. (e) Before giving any notice pursuant to SECTION 5.14(a) or making any demand pursuant to SECTION 5.14(c) or (d), each Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (f) A certificate of the Lender claiming compensation and accompanying or constituting the "demand" contemplated by SECTION 5.14(c) or (d) shall be conclusive in the absence of manifest error. Each such certificate shall set forth the nature of the occurrence giving rise to such claim for compensation, the additional amount or amounts to be paid to the Lender hereunder and the method by which such amounts were determined. In determining such amounts, a Lender may use any reasonable averaging and attribution methods. (g) In no event shall a Lender claim or the Borrowers be liable to pay any amounts pursuant to SECTION 5.14(c) or (d) attributable to periods more than 90 days prior to the date of the first demand for such amount, delivered in accordance with the provisions hereof.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, ; that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall shah forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Prime Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request requests the conversion of all Eurodollar Rate Loans then outstanding into Base Prime Rate Loans; PROVIDEDprovided, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, the Borrowers Borrower shall also pay any amount due pursuant to SECTION 5.12Section 4.17; provided, further, however, that if such Loan is converted to a Prime Rate Loan and the Effective Interest Rate of such Prime Rate Loan is equal to or greater than such Eurodollar Rate Loans for the duration of such Interest Period then no amount shall be due under Section 4.17. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrowers to select the Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrowers that the circumstances causing: such suspension no longer exist, and each Loan comprising each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers Borrower of such event, and the right of the Borrowers Borrower to select a Eurodollar Rate Loan Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that the circumstances causing such suspension no longer exist, and the Borrowers Borrower shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loanoutstanding, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowersBorrower, within three Business Days after such notice from the Administrative Agent, request requests the conversion of all Eurodollar Rate Loans then outstanding into Base Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers Borrower shall also pay any amount due pursuant to SECTION 5.123.10. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan to be made and Loan to be converted or continued, a "PENDING LOAN"), notify the Borrower that the Required Lenders have notified the Agent that the Eurodollar Rate, as determined by the Agent, will not adequately and fairly reflect the cost to the Required Lenders of making or funding such Pending Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select a Eurodollar Rate Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan.

Changed Circumstances. (a) Section 3.5 Eurodollar Rate or Alternate Currency Rate Lending Unlawful; Inability to Determine Rate. Circumstances Affecting Eurodollar Rate, Daily Simple RFR and Term RFR Availability. (a) If any Lender shall determine (which determination shall, upon notice thereof to Administrative Borrower and Agent, be conclusive and binding on Borrowers) that, after the Closing Date, (i) the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or (ii) any Governmental Authority asserts, after the date hereof, asserts that it is unlawful, for any such Lender to perform its make or continue any Loan as, or to convert (if permitted pursuant to this Agreement) any Loan into, a LIBOR Fixed Rate Loan, the obligations hereunder of such Lender to make Eurodollar make, continue or convert any such LIBOR Fixed Rate Loan or to fund or maintain Eurodollar Rate Loans hereundershall, upon such determination, be suspended until such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and all outstanding LIBOR Fixed Rate Loans payable to such Lender shall automatically convert (if conversion is permitted under this Agreement) into a Base Rate Loan, or be repaid (if no conversion is permitted) at the Borrowers shall forthwith prepay end of the then current Interest Periods with respect thereto or sooner, if required by law or such assertion. (b) Unless and until a Replacement Rate is implemented in full all accordance withSubject to clause (c) below, in connection with any RFR Loan or, on and after the USD LIBOR Transition Date, any Base Rate Loan, a request for a LIBOR Fixed Rate Loan ortherefor, a conversion to or a continuation thereof or otherwise, if for any reason (iA) Agent or the Required Lenders determine that adequate and reasonable means do not exist for determining the Eurodollar Rate Revolving Credit Loans andor Alternate Currency Rate for any requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan, (ii) Agent shall determine (which determination shall be conclusive and binding absent manifest error) that Dollar deposits are not being offered to banks in the London interbank Eurodollar market for the applicable amount and Interest Period of such Loan(x) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Daily Simple RFR” cannot be determined pursuant to the definition thereof or (iiiy) the Required Lenders determine that the Eurodollar Rate or Alternate Currency Rate for any requested Interest Period with respect to a proposed LIBOR Fixed Rate Loan does not adequately and fairly reflect the costif Term RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Term RFR” cannot be determined pursuant to the definition thereof on or prior to the Acquisition Facility Termination DateLendersfirst day of funding such Loan (including, each without limitation, as a result of the Eurodollar Rate Acquisition or the Alternate Currency Rate falling below zero),any Interest Period or (B) a Disqualifying Event occurs, then the Agent willshall promptly so notifygive notice thereof to the Administrative Borrower and each Lender. Thereafter. Upon notice thereof by the Agent to the Administrative Borrower, (xA) the any obligation of the Lenders to make or maintainRFR Loans in each such LIBOR Fixed Rate Loan shall be suspendedCurrency, and any right of the Borrowers to convert any Loan in each such Currency (if applicable) or continue any Loan as an RFR Loan in each such Currency, shall be suspended (to the extent of the affected RFR Loans or, in the case of Term RFR Loans, the affected Interest Periods) until the Agent (upon the instruction of the Required Lenders) revokes such notice and (yB) the applicable Borrower shall either (A) repay in full (or cause to be repaid in full) the then outstanding and shall convert principal amount of each Eurodollar such LIBOR Fixed Rate Term Loan into a together with accrued interest thereonif such determination affects the calculation of Base Rate Term Loan andRate, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Fixed Rate Loan orAgent shall during the period of such suspension compute Base Rate without reference to clause (Bc) convertof the then outstanding principal amount of each such LIBOR Fixed Rate Loan to a definition of “Base Rate Loan as of” until the last dayAgent revokes such notice. Upon receipt of such Interest Period. Upon receipt of such notice, (A) the Administrative Borrower may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans in each such LIBOR Fixed Rate Loan or, failing that,affected Currency (to the extent of the affected RFR Loans or, in the case of a Term RFR Loans, the affected Interest Periods) or, failing that, (I) in the case of any request for a borrowing of an affected RFR Loan in Dollars, the Borrowers will be deemed to have converted any such request into a request for a borrowing of aor conversion to Base Rate LoanLoans in the amount specified therein. and (II) in the case of any request for a borrowing of an affected RFR Loan in an Alternate Currency, then such request shall be ineffective and (B)(I) any outstanding affected RFR Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period and (II) any outstanding affected RFR Loans denominated in an Alternate Currency, at the Borrowers’ election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Equivalent of such Alternate Currency) immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period or (2) be prepaid in full, together with accrued interest thereon (subject to Section 2.3(d)), immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrowers by the date that is three (3) Business Days after receipt by the Administrative Borrower of such notice or, in the case of Term RFR Loans, the last day of the current Interest Period for the applicable RFR Loan, if earlier, the Borrowers shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrowers shall also pay any amount due additional amounts required pursuant to SECTION 5.12Section 11.6. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to be

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Revolving Credit Loans or to fund or maintain Eurodollar Rate Revolving Credit Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers Borrower of such event, and the right of the Borrowers Borrower to select a Eurodollar Rate Loan Revolving Credit Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that the circumstances causing such suspension no longer exist, and the Borrowers Borrower shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowersBorrower, within three Business Days after such notice from the Administrative Agent, request requests the conversion of all Eurodollar Rate Revolving Credit Loans then outstanding into Base Rate Revolving Credit Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanRevolving Credit Loans, the Borrowers Borrower shall also pay any amount due pursuant to SECTION 5.124.12. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Revolving Credit Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Revolving Credit Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrower to select the Eurodollar Rate Revolving Credit Loan for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Loan comprising each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Base Rate Revolving Credit Loan.

Changed Circumstances. (a) If the introduction of or any change in or in the binding interpretation of (in each case, after the date hereof) of any law or regulation makes it unlawful, or any Governmental Authority central bank or other governmental authority asserts, after the date hereof, that it is impractical or unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender or adequate and reasonable means do not exist for ascertaining the Eurodollar Rate, the Agent shall notify the Administrative Agent Borrower of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan for any subsequent Interest Period or Borrower in connection with any subsequent continuation of any Eurodollar Loan as, or conversion of any Base Rate Loan to, a Eurodollar Loan shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding shall forthwith be converted into Base Rate Loans; PROVIDED, that Loans and if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to any such Eurodollar Rate Loan, the Borrowers Borrower shall also pay any amount due pursuant to SECTION 5.12Section 4. 10. (b) If the Administrative Agent any Lender shall, at least one Business Day before the date of any requested conversion of any outstanding Base Rate Loan into, or the continuation of any existing Eurodollar Loan as, a Eurodollar Loan, notify the Borrower that the Eurodollar Rate for such Eurodollar Loan will not adequately reflect the effective cost to such Lender of making, funding or maintaining such Eurodollar Loan, the right of the Borrower to convert any outstanding Base Rate Loan to or continue any outstanding Eurodollar Loan as a Eurodollar Loan shall be suspended until such Lender shall notify the Borrower and the Agent that the circumstances causing such suspension no longer exist, and each such Loan requested to be converted or continued shall thereupon be continued as, or converted into, a Base Rate Loan. (c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the binding interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income) or (ii) the compliance with any guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (having the force of law or, in the opinion of counsel, required) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Loans, then the Borrower shall, from time to time, within five Business Days of a demand for payment by such Lender (with a copy of such demand to the Agent), pay to the Agent, for the account of such Lender, additional amounts sufficient to compensate such Lender for such increased cost; provided, however, that such Lender shall not be entitled to demand, nor shall the Borrower be obligated to pay, any such amount attributable to a period more than 90 days prior to the date of such demand. (d) The provisions of Section 14.22 (with respect to increased capital) of the Loan Agreement shall apply to Eurodollar Loans to the same extent as to all other Loans outstanding under the Loan Agreement, but amounts recovered thereunder shall not also be recovered hereunder. (e) A certificate of a Lender claiming compensation under Section 4.9(c) of this Loan Agreement shall be prima facie evidence of such amounts. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, a Lender may use any conversion or continuation of an existing Loan to bereasonable averaging and attribution methods.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loanoutstanding, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Prime Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers shall also pay any amount due pursuant to SECTION 5.124.10. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrowers to select Eurodollar Rate Loans for such Pending Loan, any subsequent Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan. (c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with a guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether nor not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans (other than as separately provided for in SECTION 4.15(d)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. (d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Agent thereof. The Borrowers agree to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction. (e) Before giving any notice pursuant to SECTION 4.15(a) or making any demand pursuant to SECTION 4.15(c) or (d), each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (f) A certificate of the Lender claiming compensation under SECTION 4.15(c) or (d) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority governmental authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers Borrower of such event, and the right of the Borrowers Borrower to select a Eurodollar Rate Loan Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers Borrower that the circumstances causing such suspension no longer exist, and the Borrowers Borrower shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Prime Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the BorrowersBorrower, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Prime Rate Loans; PROVIDEDprovided, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers Borrower shall also pay any amount due pursuant to SECTION 5.12Section 5.11. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Loan made and Loan to be converted or continued, a "Pending Loan"), notify the Borrower that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrower to select Eurodollar Rate Loans for such Pending Loan, any subsequent Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrower that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan. (c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income or gross proceeds), or (ii) the compliance with a guideline or request (except to the extent such guideline or request affects taxes measured by net income or gross proceeds) from any central bank or other governmental authority (whether nor not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans (other than as separately provided for in Section 5.16(d)), then the Borrower shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. (d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law) or increasing a requirement by such Lender to allocate capital resources to such Lender's Commitment to make Loans hereunder, has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrower or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof or any jurisdiction in which such Lender is organized or operates or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrower and the Agent thereof. The Borrower agrees to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction. (e) Before giving any notice pursuant to Section 5.16(a) or making any demand pursuant to Section 5.16(c) or (d), each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. If circumstances subsequently change so that it is no longer unlawful for an affected Lender to make or maintain Eurodollar Rate Loans as contemplated hereunder, such Lender will, as soon as reasonably practicable after such Lender knows of such change in circumstances, notify the Borrower and the Agent, and upon receipt of such notice, the obligations of such Lender to make or continue Eurodollar Rate Loans shall be reinstated. (f) Notwithstanding any other provision of this Section 5.16, no Lender shall demand compensation for any increased cost or reduction referred to above if it shall not at the time be the general policy or practice of such Lender to demand such compensation in similar circumstances under comparable provisions of other credit agreements, if any. (g) A certificate of any Lender claiming compensation under Section 5.16(c) or (d) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice 52 60 from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LoanLoans, the Borrowers shall also pay any amount due pursuant to SECTION 5.124.10. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan Borrowing or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Borrowing made and Loan to be converted or continued, a "Pending Loan"), notify the Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not determinable from any interest rate reporting service of recognized standing, then the right of the Borrowers to select Eurodollar Rate Loan for such Pending Loan, any subsequent Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Base Rate Loan.

Changed Circumstances. (a) Circumstances Affecting LIBOR Rate Availability. If the introduction of or with respect to ----------------------------------------------- any change in Interest Period: (i) at least three (3) Lenders (or in any event the interpretation of (in each case, after the date hereofRequired Lenders) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify advise the Administrative Agent that, by reason of circumstances affecting the foreign exchange and interbank markets generally, deposits in eurodollars, in the applicable amounts are not being quoted via Dow Xxxxx Market Screen Page 3750 or offered to such Lenders for such Interest Period, or (ii) at least three (3) Lenders (or in any event the Required Lenders) advise the Administrative Agent that the LIBOR Rate as determined by the Administrative Agent will not adequately and fairly reflect the cost to such Lenders of funding their LIBOR Rate Loans for such Interest Period, then the Administrative Agent shall notify forthwith give prompt written notice thereof to the Borrowers Borrower and the Lenders. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, the obligation of such event, the Lenders to make LIBOR Rate Loans and the right of the Borrowers Borrower to select convert any Loan to or continue any Loan as a Eurodollar LIBOR Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer existsuspended, and the Borrowers Borrower shall forthwith prepay repay in full all Eurodollar Rate Revolving Credit Loans and, if on (or prior cause to be repaid in full) the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert principal amount of each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar LIBOR Rate Loans then outstanding into Base Rate Loans; PROVIDEDtogether with accrued interest thereon, that if the date of such repayment or proposed conversion is not on the last day of the then current Interest Period applicable to such Eurodollar LIBOR Rate Loan, Loan or convert the Borrowers shall also pay any then outstanding principal amount due pursuant of each such LIBOR Rate Loan to SECTION 5.12. (b) If a Base Rate Loan as of the last day of such Interest Period. Unless the Borrower notifies the Administrative Agent shall, at least one two Business Day Days before the date of any requested Loan affected borrowing or the effective date of any conversion or continuation specified in any applicable Notice of an existing Loan Borrowing or Notice of Conversion/Continuation that they elect not to beborrow or convert or continue Loans on the date specified therein, the Lenders shall make, convert or continue the Loans in the amount specified by the Borrower in the applicable notice, but such Loans shall be made, converted or continued as Base Rate Loans instead of LIBOR Rate Loans.

Changed Circumstances. (a) If Circumstances Affecting LIBOR Rate Availability, Daily Simple RFR, Term RFR and Alternative Currency Availability. (i) Subject to clause (c) below, in connection with any RFR Loan or, on and after the introduction Dollar LIBOR Transition Date, any Base Rate Loan, a request therefor, a conversion to or a continuation thereof or otherwise, if for any reason (A) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that (x) if Daily Simple RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Daily Simple RFR” cannot be determined pursuant to the definition thereof or (y) if Term RFR is utilized in any calculations hereunder or under any other Loan Document with respect to any Obligations, interest, fees, commissions or other amounts, “Term RFR” cannot be determined pursuant to the definition thereof on or prior to the first day of any Interest Period or (B) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that a fundamental change has occurred in the foreign exchange markets with respect to an applicable Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), then the Administrative Agent shall promptly give notice thereof to the Borrower. Upon notice thereof by the Administrative Agent to the Borrower, (A) any obligation of the Lenders to make RFR Loans in each such Currency, and any right of the Borrower to convert any Loan in each such Currency (if applicable) or continue any Loan as an RFR Loan is each such Currency, shall be suspended (to the extent of the affected RFR Loans or, in the case of Term RFR Loans, the affected Interest Periods) until the Administrative Agent revokes such notice and (B) if such determination affects the calculation of Base Rate, the Administrative Agent shall during the period of such suspension compute Base Rate without reference to clause (c) of the definition of “Base Rate” until the Administrative Agent revokes such notice. Upon receipt of such notice, (A) the Borrower may revoke any pending request for a borrowing of, conversion to or continuation of RFR Loans in each such affected Currency (to the extent of the affected RFR Loans or, in the case of a Term RFR Loans, the affected Interest Periods) or, failing that, (I) in the case of any request for a borrowing of an affected RFR Loan in Dollars, the Borrower will be deemed to have converted any such request into a request for a borrowing of or any change in or conversion to Base Rate Loans in the interpretation amount specified therein and (II) in the case of any request for a borrowing of an affected RFR Loan in an Alternative Currency, then such request shall be ineffective and (B)(I) any outstanding affected RFR Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period and (II) any outstanding affected RFR Loans denominated in an Alternative Currency, at the Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period or (2) be prepaid in full, together with accrued interest thereon (subject to Section 4.1(d)), immediately or, in the case of Term RFR Loans, at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date that is three (3) Business Days after receipt by the Borrower of such notice or, in the case of Term RFR Loans, the last day of the current Interest Period for the applicable RFR Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above. Upon any such prepayment or conversion, the Borrower shall also pay any additional amounts required pursuant to Section 4.9: (ii) Subject to clause (c) below, if, for any reason (x) on or prior to the first day of any Interest Period with respect to a LIBOR Rate Loan or (y) prior to the Dollar LIBOR Transition Date, on any day with respect to a Base Rate Loan, in connection with a request therefor, a conversion to or a continuation thereof or otherwise, (A) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that deposits are not being offered to banks in the London or other applicable offshore interbank market for the applicable Currency, amount and Interest Period of such Loan (or, with respect to any Base Rate Loan, for a one month term), (B) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that a fundamental change has occurred in the foreign exchange or interbank markets with respect to the applicable Alternative Currency (including changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), (C) the Administrative Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that reasonable and adequate means do not exist for the ascertaining the LIBOR Rate for such Currency and Interest Period or (D) the Required Lenders shall determine (which determination shall be conclusive and binding absent manifest error) that the LIBOR Rate does not adequately and fairly reflect the cost to such Lenders of making or maintaining such Loans during such Interest Period and shall have provided notice of such determination to the Administrative Agent, then the Administrative Agent shall promptly give notice thereof to the Borrower. Thereafter, until the Administrative Agent notifies the Borrower that such circumstances no longer exist, (x) any obligation of the Lenders to make LIBOR Rate Loans in each such Currency, and any right of the Borrower to convert any Loan in each such Currency (if applicable) or continue any Loan as a LIBOR Rate Loan is each such Currency (in each case, after to the extent of the affected LIBOR Rate Loans or Interest Periods), shall be suspended and (I) any outstanding affected LIBOR Rate Loans denominated in Dollars will be deemed to have been converted into Base Rate Loans at the end of the applicable Interest Period and (II) any outstanding affected LIBOR Rate Loans denominated in an Alternative Currency, at the Borrower’s election, shall either (1) be converted into Base Rate Loans denominated in Dollars (in an amount equal to the Dollar Amount of such Alternative Currency) at the end of the applicable Interest Period or (2) be prepaid in full, together with accrued interest thereon (subject to Section 4.1(d)), at the end of the applicable Interest Period; provided that if no election is made by the Borrower by the date hereofthat is three (3) any law or regulation makes it unlawful, or any Governmental Authority asserts, Business Days after receipt by the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent Borrower of such event notice or, in the case of LIBOR Rate Loans, the last day of the current Interest Period for the applicable LIBOR Rate Loan, if earlier, the Borrower shall be deemed to have elected clause (1) above, and (y) if such determination pursuant to Section 4.8(a)(ii) affects the calculation of Base Rate, the Administrative Agent shall notify during the Borrowers period of such event, and the right suspension compute Base Rate without reference to clause (c) of the Borrowers to select a Eurodollar Rate Loan for definition of “Base Rate”. Upon any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers Borrower shall also pay any amount due additional amounts required pursuant to SECTION 5.12Section 4.9. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to be

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan Loans or to fund or maintain Eurodollar Rate Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers of such event, and the right of the Borrowers to select a Eurodollar Rate Loan for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Loan into a Base Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Prime Rate Loans; PROVIDED, provided, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate Loan, the Borrowers shall also pay any amount due pursuant to SECTION 5.12Section 4.10. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Revolving Credit Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a Eurodollar Rate Loan (each such requested Revolving Credit Loan made and Loan to be converted or continued, a Pending Loan), notify the Borrowers that the Eurodollar Rate will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a Eurodollar Rate Loan or that the Interbank Offered Rate is not reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrowers to select Eurodollar Rate Loans for such Pending Loan, any subsequent Revolving Credit Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan. (c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the Eurodollar Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with any guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether or not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans (other than as separately provided for in Section 4.15(d)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. (d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Revolving Credit Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers and the Administrative Agent thereof. The Borrowers agree to pay to the Administrative Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction. (e) Before giving any notice pursuant to Section 4.15(a) or making any demand pursuant to Section 4.15(c) or (d), each Lender agrees to use its best efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the reasonable judgment of such Lender, be otherwise disadvantageous to such Lender. (f) A certificate of a Lender claiming compensation under Section 4.15(c) or (d) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods. (g) If, within 60 days after a Lender makes demand (which is not withdrawn) for compensation pursuant to Section 4.14(c) or (d), the Borrowers identify an Eligible Assignee willing to acquire by assignment, pursuant to an Assignment and Acceptance and otherwise in accordance with the provisions of Article 13, all (but not less than all) of the interests of such Lender hereunder, such Lender shall promptly consummate such transfer of its interests hereunder in conformity with the applicable provisions of Article 13.

Changed Circumstances. (a) If the introduction of or any change in or in the interpretation of (in each case, after the date hereof) any law or regulation makes it unlawful, or any Governmental Authority asserts, after the date hereof, that it is unlawful, for any Lender to perform its obligations hereunder to make Eurodollar Rate Loan LIBOR Loans or to fund or maintain Eurodollar Rate LIBOR Loans hereunder, such Lender shall notify the Administrative Agent of such event and the Administrative Agent shall notify the Borrowers Borrowers' Agent of such event, and the right of the Borrowers to select a Eurodollar Rate Loan LIBOR Loans for any subsequent Interest Period or in connection with any subsequent conversion of any Loan shall be suspended until the Administrative Agent shall notify the Borrowers Borrowers' Agent that the circumstances causing such suspension no longer exist, and the Borrowers shall forthwith prepay in full all Eurodollar Rate Revolving Credit Loans and, if on or prior to the Acquisition Facility Termination Date, each Eurodollar Rate Acquisition Loan then outstanding and shall convert each Eurodollar Rate Term Dollar LIBOR Loan into a Base Prime Rate Term Loan and, if after the Acquisition Facility Termination Date, shall convert each Eurodollar Rate Acquisition Loan into a Base Rate Acquisition Loan, and the Borrowers and the Agent shall in good faith agree upon an alternate interest rate (including margin) to apply to all existing and future German Equipment Acquisition Loans (the "Alternate Interest Rate"), such Alternate Interest Rate (including margin) to be established so as to compensate the Lenders for the making of German Equipment Acquisition Loans on substantially identical terms as with respect to Alternate Currency LIBOR Loans, with the interest rate on all German Equipment Acquisition Loans automatically being converted to such Alternate Interest Rate, and the Borrowers shall pay all interest accrued thereon through the date of such prepayment or conversion, unless the Borrowers, within three Business Days after such notice from the Administrative Agent, request the conversion of all Eurodollar Rate Loans then outstanding into Base Rate Loans; PROVIDED, that if the date of such repayment or proposed conversion is not the last day of the Interest Period applicable to such Eurodollar Rate LIBOR Loan, the Borrowers shall also pay any amount due pursuant to SECTION 5.123.10, unless such conversion arises out of an assertion by a Governmental Authority that it is unlawful for any Lender to perform its obligations hereunder to make LIBOR Loans or to fund or maintain LIBOR Loans hereunder, which assertion is based solely on the actions of such Lender and does not apply generally to other similarly situated financial institutions. (b) If the Administrative Agent shall, at least one Business Day before the date of any requested Loan or the effective date of any conversion or continuation of an existing Loan to bebe made or continued as or converted into a LIBOR Loan (each such requested Loan made and Loan to be converted or continued, a "PENDING LOAN"), notify the Borrowers' Agent that LIBOR will not adequately reflect the cost to the Lenders of making or funding such Pending Loan as a LIBOR Loan or that the Interbank Offered Rate is not reasonably determinable, including from any interest rate reporting service of recognized standing, then the right of the Borrowers to select LIBOR Loans for such Pending Loan, any subsequent Loan or in connection with any subsequent conversion or continuation of any Loan shall be suspended until the Agent shall notify the Borrowers' Agent that the circumstances causing such suspension no longer exist, and each Pending Loan and each such subsequent Loan requested to be made, continued or converted shall be made or continued as or converted into a Prime Rate Loan, in the case of Revolving Credit Loans and U.S. Equipment Acquisition Loans, and into Loans based on the Alternate Interest Rate (as defined in SECTION 3.15(a)), in the case of German Equipment Acquisition Loans. (c) If, due to either (i) the introduction of or any change (other than any change by way of imposition or increase of reserve requirements included in the LIBOR Reserve Percentage) in or in the interpretation of, in each case after the date hereof, any law or regulation (except to the extent such introduction, change or interpretation affects taxes measured by net income), or (ii) the compliance with a guideline or request (except to the extent such guideline or request affects taxes measured by net income) from any central bank or other governmental authority (whether nor not having the force of law) made after the date hereof, there shall be any increase in the cost to any Lender of agreeing to make or making, funding or maintaining LIBOR Loans (other than as separately provided for in SECTION 3.15(d)), then the Borrowers shall from time to time, within 30 days after demand by such Lender (with a copy of such demand to the Agent), pay to the Agent for the account of such Lender additional amounts sufficient to compensate such Lender for such increased cost. (d) If (i) the adoption of or change in, after the date hereof, any law, rule, regulation or guideline regarding capital requirements for banks or bank holding companies, or any change, after the date hereof, in the interpretation or application thereof by any governmental authority charged with the interpretation or administration thereof, or (ii) compliance by such Lender with any guideline, request or directive, made or promulgated after the date hereof, of any such entity regarding capital adequacy (whether or not having the force of law), has the effect of reducing the return on a Lender's capital as a consequence of its maintaining its Loans or commitment to make Loans hereunder to a level below that which such Lender could have achieved but for such adoption, change or compliance (taking into consideration such Lender's policies with respect to capital adequacy immediately before such adoption, change or compliance and assuming the full utilization of such Lender's capital immediately before such adoption, change or compliance) or if any change in law, regulation, treaty or official directive or the interpretation or application thereof by any court or by any governmental authority charged with the administration thereof or the compliance with any guideline or request of any central bank or other governmental authority (whether or not having the force of law) subjects a Lender to any tax with respect to payments of principal or interest or any other amounts payable hereunder by the Borrowers or otherwise with respect to the transactions contemplated hereby (except for taxes on the overall net income of such Lender imposed by the United States of America or any political subdivision thereof), in each case by any amount deemed by such Lender to be material, then such Lender shall promptly after its determination of such occurrence notify the Borrowers' Agent and the Agent thereof. The Borrowers agree to pay to the Agent, for the account of such Lender, as an additional fee from time to time, within 30 days after demand by such Lender, such amount as such Lender certifies to be the amount that will compensate it for such reduction. (e) Before giving any notice pursuant to SECTION 3.15(a) or making any demand pursuant to SECTION 3.15(c) or (d), each Lender agrees to use its reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different lending office if the making of such a designation would avoid the need for such notice or demand, or reduce the amount of such increased cost or reduction in return and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender. (f) A certificate of a Lender claiming compensation under SECTION 3.15(c) or (d) shall be conclusive in the absence of manifest error. Such certificate shall set forth the nature of the occurrence giving rise to such compensation, the additional amount or amounts to be paid to it hereunder, and the method by which such amounts were determined. In determining such amount, a Lender may use any reasonable averaging and attribution methods.