Common use of Increased Costs, Illegality, etc Clause in Contracts

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent Agent, or (y) ), in the case of clauses (ii) and (iii) below, any Lender Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):: (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market or Canadian interbank market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar the term “Eurocurrency Rate; or” or “Canadian B/A Rate”; (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase Eurocurrency Rate Loan or reduction attributable to taxes) B/A Equivalent Loan because of (x) any change since the date hereof Closing Date in any applicable Requirements of Law (whether or not having the force of a law, governmental rule, regulation, guideline or order () or in the official interpretation or administration thereof and including the introduction of any new law or governmental ruleRequirements of Law, regulation, official guideline or order)request, such as, for example, without limitation, but not limited to: (A) any Tax imposed on any Lender (except Indemnified Taxes or Other Taxes indemnifiable under Section 4.01 or any Excluded Taxes) or (B) a change in official reserve requirements, and/or (y) other circumstances affecting but, in all events, excluding reserves required under Regulation D to the interbank Eurodollar market extent included in the computation of the Eurocurrency Rate or the position of such Lender in such marketCanadian B/A Rate, as applicable; or (iii) at any time, that the making or continuance of any Eurodollar Eurocurrency Rate Loan or B/A Equivalent Loans has become been made (x) unlawful by any Requirement of Law, (y) impossible by compliance by such Lender any Lender, in good faith with any law, governmental rule, regulation, guideline request (whether or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), a Requirement of Law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Closing Date which materially and adversely affects the London interbank Eurodollar market for such Eurocurrency Rate Loan or the Canadian interbank market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter promptly give notice (if by telephone, confirmed in writing) writing to the Borrower Company and, except in the case of clause (on its own behalf and on behalf of the Canadian Borroweri) and above, to the Administrative Agent of such determination (which notice to the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Eurocurrency Rate Loans and Eurodollar Revolving Credit or B/A Equivalent Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion Conversion/Continuation given by the Borrower or the Canadian Relevant Borrower with respect to Eurodollar Term Eurocurrency Rate Loans or Eurodollar Revolving Credit B/A Equivalent Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower or the Canadian Borrower applicable Borrowers, (y) in the case of clause (ii) above, the Borrower or the Canadian each Borrower, jointly and severally, agrees to pay, as the case may beapplicable, shall pay to such Lender, promptly after receipt of upon such Lender’s written demand therefor request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the Borrower or the Canadian Borrower, as the case may be, Company by such Lender and shall, absent clearly demonstrable error, be final and conclusive and binding upon on all the parties hereto) and ), (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, Borrowers shall take one of the actions specified in Section 2.10(b3.01(b) as promptly as possible and, in any event, within the time period required by lawa Requirement of Law. (b) At any time that any Eurodollar Eurocurrency Rate Loan or B/A Equivalent Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii3.01(a)(ii), the Relevant Borrower or the Canadian Borrowermay, as the case may be, may (and in the case of a Eurodollar Eurocurrency Rate Loan or a B/A Equivalent Loan affected pursuant to by the circumstances described in Section 2.10(a)(iii) shall) 3.01(a)(iii), the Relevant Borrower shall either (x) if the affected Eurodollar Eurocurrency Rate Loan or B/A Equivalent Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Relevant Borrower or the Canadian Borrower, as the case may be, was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii3.01(a)(ii) or (iii) or (y) if the affected Eurodollar Eurocurrency Rate Loan or B/A Equivalent Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Eurocurrency Rate Loan into an ABR Loan or Cdn ABR the applicable Base Rate Loan, if applicableor such B/A Equivalent Loan into a Canadian Prime Loan at the end of the applicable Interest Period or Contract Period, or such earlier date as may be required by applicable Requirement of Law, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b3.01(b). (c) If any Lender determines that after the Closing Date the introduction of or any change in any applicable Requirement of Law, guideline, directive or request (whether or not having the force of a law) concerning capital adequacy or liquidity, or any change in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, will have the effect of increasing the amount of capital or liquidity required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then, each Borrower, jointly and severally, agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return to such Lender or such other corporation as a result of such increase of capital or liquidity. In the event determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that the Canadian Administrative Agent shall have reasonably determined (which such Lender’s determination of compensation owing under this Section 3.01(c) shall, absent clearly demonstrable error, be final and conclusive and binding upon on all the parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d3.01(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) Company, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts. (d) Notwithstanding anything in this Agreement to the contrary, although (x) the failure Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States regulatory authorities, in each case pursuant to give any such notice Basel III ((x) and (y) collectively referred to as “Xxxx-Xxxxx and Basel III”), shall notbe deemed to be a change after the Closing Date in a Requirement of Law or government rule, subject to Section 2.13regulation or order, release or diminish any regardless of the Borrower’s date enacted, adopted, issued or implemented (including for purposes of this Section 3.01); provided, however, that no Lender or Issuing Bank shall be entitled to seek compensation under this Section 3.01 based on the Canadian Borrower’soccurrence of a change in a Requirement of Law arising solely from Xxxx-Xxxxx and Basel III, unless such Lender or Issuing Bank is generally seeking compensation from other borrowers in the asset-based lending market with respect to its similarly affected commitments, loans and/or participations under agreements with such borrowers having provisions similar to this Section 3.01. (e) Notwithstanding anything in this Agreement to the contrary, the Borrower shall not be required to compensate a Lender or Issuing Bank pursuant to this Section (i) for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or Issuing Bank, as the case may be, obligations notifies the Borrower of such Lender’s or Issuing Bank’s intention to pay additional amounts pursuant to claim compensation under this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding 3.01; provided, however, that, if the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described introduction or change referred to in Section 2.10(a)(i)3.01(a)(ii) or 3.01(c) giving rise to such increased costs or reductions is retroactive, as promptly as practicable but in no event later than three Business Days after then the giving 180-day period referred to above shall be extended to include the period of the required notice by the Canadian Administrative Agent retroactive effect thereof; or (ii) such Lender or Issuing Banks is not charging such costs or reduced return to its borrowers generally with respect to which it has the right to charge such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margincosts.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such any Borrowing of Eurodollar Borrowing Loans are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the London interbank Eurodollar eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at that, due to a Change in Law, which shall (A) impose, modify or deem applicable any timereserve, that special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any reserve requirement taken into account in determining the Statutory Reserves); (B) subject any Lender to any tax (other than (1) taxes indemnifiable under Section 5.4, (2) taxes described in clause (A), (B) or (C) of Section 5.4(a) or (3) taxes described in Section 5.4(f)) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or the London interbank eurocurrency market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender, which results in the cost to such Lender shall incur increased costs of making, converting into, continuing or reductions maintaining Eurodollar Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such marketforegoing shall be reduced; or (iii) at any timetime after the Closing Date, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order Applicable Law (or would conflict with any such governmental rule, regulation, guideline or order Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank Eurodollar eurocurrency market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give written notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred Incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly (but no later than ten Business Days) after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, ; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof Law regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or its parentLetter of Credit Issuer’s or its Related Affiliatetheir respective parent’s capital or assets as a consequence of such Lender’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or its Letter of Credit Issuer or their respective parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its Letter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacyadequacy or liquidity), then from time to time, promptly (but no later than ten Business Days) after written demand by such Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender or Letter of Credit Issuer such additional amount or amounts as will compensate such Lender or its Letter of Credit Issuer or their respective parent for such reduction, it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as a result of such Lender’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the date hereofClosing Date except as a result of a Change in Law. Each LenderLender or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrowerbehalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (d) This Section 2.10 shall not operate to provide payments that are duplicative of those required under Section 5.4. (e) The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (f) Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 2.10 based on the occurrence of a Change in Law arising solely from (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer is generally seeking compensation from other borrowers in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order borrowers having provisions similar to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginthis Section 2.10.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or and (y) in the case of clauses (ii) and (iii) below, any Lender the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar LIBOR Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such Eurodollar LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar LIBOR Rate; or (ii) at any time, that such Lender Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar LIBOR Loans (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to taxesTaxes described in clauses (i) or (ii) of paragraph (d) of this Section 2.10) because of (x) any change since the date hereof Closing Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar LIBOR Loan has become unlawful by compliance by such Lender Lenders in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the interbank Eurodollar LIBOR market; then, and in any such event, such Lender Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower Holdings or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower Holdings or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such LenderLenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in its their reasonable discretion shall determine) as shall be required to compensate such Lender Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderLenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause subclause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar LIBOR Loan is then being made pursuant to a Borrowing, cancel said such Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender Lenders pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term LIBOR Loan into an ABR Loan or Cdn ABR Loan, if applicable, ; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereofClosing Date, the adoption any Change in Law relating to capital adequacy or liquidity of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, Lender or compliance by a any Lender or its parent with any request Change in Law relating to capital adequacy or directive made or adopted liquidity occurring after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyClosing Date, has or would have the effect of reducing the actual rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such actual additional amount or amounts as will compensate such Lender or its parent for such actual reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereofClosing Date or to the extent such Lender is not imposing such charges on or requesting such compensation from borrowers (similarly situated to the Borrower hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (ed) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in It is understood that this Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect 2.10 shall not apply to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus Taxes indemnifiable under Section 5.4 or (ii) the Applicable Eurodollar MarginExcluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender Lender, in each case, shall have reasonably determined in good faith (which good faith determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar LIBOR Rate for any Interest Period that (xA) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (yB) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar LIBOR Rate; or (ii) at any time, after the later of the Closing Date and the date such Person became a Lender hereunder, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans Loan, including costs arising from Taxes (other than any such increase or reduction attributable to taxes(x) Indemnified Taxes, (y) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (z) Connection Income Taxes) because of (xA) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order Applicable Law (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or orderApplicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (yB) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful (including as a result of any Change in Law) by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order Applicable Law (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawfulApplicable Law), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; , then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter promptly give written notice (if by telephone, confirmed in writing) to the Administrative Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice determination, the Administrative Agent shall promptly transmit to notify each of the other Lenders). Thereafter (xA) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available accrue interest with reference to the LIBOR Rate pursuant to Section 2.05(a) and, in lieu thereof, shall accrue interest under Section 2.05(a) at a rate per annum equal to the Base Rate plus the Applicable Margin until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of Administrative Borrower, the Canadian Borrower) Collateral Agent and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when it becomes aware that such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (yB) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, Borrowers shall pay to such Lender, promptly within five (5) Business Days after receipt of written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Administrative Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (zC) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, Borrowers shall take one of the actions specified in Section 2.10(b) by Applicable Law as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the later of the date hereofhereof and the date such entity becomes a Lender hereunder, the adoption of any applicable Law, rule, guideline, request or directive (including, regardless of the date enacted, adopted or issued, (i) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III), whether or not having the force of law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereofLaw occurs, or compliance by a Lender (or its lending office) or its parent with any request or directive made or adopted after the such date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, in any such case, which has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly within five (5) Business Days after receipt of written demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, Borrowers shall pay to such Lender or its parent such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed; provided, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the date hereofhereof or the later date on which it becomes a Lender, as the case may be. Each LenderLender (on its own behalf), upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.06(b), will will, as promptly as practicable upon ascertaining knowledge thereof, give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Administrative Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the . The failure or delay to give any such notice with respect to a particular event shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(d2.06(b) upon receipt for amounts accrued or incurred prior to the date that such notice with respect to such event is actually given, unless such notice is given more than 180 days (or such longer period based on any retroactive effect as described in Section 2.06(a)) after Lender has knowledge of any such noticeevent. (ec) Notwithstanding If at any time the foregoing, Administrative Agent determines (which determination shall be conclusive absent manifest error) that either (i) the circumstances set forth in subparagraph (a) of this Section 2.06 have arisen and such circumstances are unlikely to be temporary or (ii) the circumstances set forth in subparagraph (a) of this Section 2.06 have not arisen but the supervisor for the administrator of the LIBOR Rate or a Governmental Authority having jurisdiction over the Administrative Agent has made a public statement identifying a specific date after which the LIBOR Rate shall no longer be used for determining interest rates for loans (in the case of Canadian Revolving Credit Loans affected by either such clause (i) or (ii), an “Alternative Interest Rate Election Event”), the circumstances described Administrative Agent and the Administrative Borrower shall endeavor to establish an alternate rate of interest to the LIBOR Rate that gives due consideration to the then prevailing market convention for determining a rate of interest for leveraged syndicated loans in the United States at such time, and shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable. Notwithstanding anything to the contrary in Section 2.10(a)(i)12.01, such amendment shall become effective without any further action or consent of any other party to this Agreement so long as promptly as practicable but in no event later than three the Administrative Agent shall not have received, within five (5) Business Days after the giving date notice of such alternate rate of interest is provided to the required Lenders, a written notice by the Canadian Administrative Agent with respect from Required Lenders stating that they object to such circumstancesamendment. To the extent an alternate rate of interest is adopted as contemplated hereby, the approved rate shall be applied in a manner consistent with prevailing market convention; provided that, to the extent such prevailing market convention is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent (and the Administrative Borrower. From such time as an Alternative Interest Rate Election Event has occurred and continuing until an alternate rate of interest has been determined in consultation accordance with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether terms and conditions of this paragraph, if any Borrowing Notice requests a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute LIBOR Rate is agreed upon by the Borrower and all the LendersLoan, such Substitute borrowing shall be made as a Base Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such timeLoan; provided that, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum extent such Alternative Interest Rate Election Event is as a result of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus clause (ii) above in this subparagraph (c), then clauses (x) and (y) of this sentence shall apply during such period only if the Applicable Eurodollar MarginLIBOR Rate for such Interest Period or currency is not available or published at such time on a current basis. Notwithstanding anything herein to the contrary, if such alternate rate of interest as determined in this subparagraph (c) is determined to be less than one percent, such rate shall be deemed to be one percent for the purposes of this Agreement.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) or (iv) below, may be made only by the Administrative Agent): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar LIBO Rate; or; (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) LIBO Rate Loan because of (x) any change since the date hereof Effective Date in any applicable law, law or governmental rule, regulation, order, guideline or order request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or order)request, such as, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for example, without limitation, changes in any Excluded Taxes) or (B) a change in official reserve requirements, and/or (y) other circumstances affecting but, in all events, excluding reserves required under Regulation D to the interbank Eurodollar market or extent included in the position computation of such Lender in such market; orthe LIBO Rate; (iii) at any time, that the making or continuance of any Eurodollar LIBO Rate Loan has become been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such any Lender in good faith with any law, governmental rule, regulation, guideline request (whether or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Effective Date which materially and adversely affects the interbank Eurodollar market; or (iv) at any time that there is no market for Bankers’ Acceptances by reason of circumstances affecting the Canadian money market generally, as determined in good faith by the Administrative Agent, acting reasonably; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause clauses (i) or (iv) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone promptly confirmed in writing) to the affected Borrower and, except in the case of clauses (on its own behalf and on behalf of the Canadian Borroweri) and (iv) above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (xw) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit LIBO Rate Loans shall no longer be available until such time as the Administrative Agent notifies the affected Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion Conversion/Continuation given by the Borrower or the Canadian relevant Borrower with respect to Eurodollar Term LIBO Rate Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower or the Canadian Borrower such Borrower, (yx) in the case of clause (ii) above, the respective Borrower (or the Canadian Borrower, as the case may be, shall Borrowers) agrees (or agree) to pay to such Lender, promptly after receipt of upon such Lender’s written demand therefor request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to setting forth the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, shall be submitted to the respective Borrower or the Canadian Borrower, as the case may be, Borrowers by such Lender and shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and ), (zy) in the case of clause (iii) above, the respective Borrower or the Canadian Borrower, as the case may be, Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by lawlaw and (z) in the case of clause (iv) above, Bankers’ Acceptance Loans (exclusive of Bankers’ Acceptance Loans which have theretofore been funded) shall no longer be available until such time as the Administrative Agent notifies the Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing given by the Canadian Borrower with respect to such Bankers’ Acceptance Loans which have not been incurred shall be deemed rescinded by the Canadian Borrower. (b) At any time that any Eurodollar LIBO Rate Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the affected Borrower or the Canadian Borrowermay, as the case may be, may (and in the case of a Eurodollar LIBO Rate Loan affected pursuant to by the circumstances described in Section 2.10(a)(iii) ), the affected Borrower shall) , either (x) if the affected Eurodollar LIBO Rate Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the such Borrower or the Canadian Borrower, as the case may be, was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar LIBO Rate Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term LIBO Rate Loan into an ABR Loan or Cdn ABR a Base Rate Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event If any Lender determines that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, Effective Date the adoption introduction of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation any applicable law or administration thereof by any governmental authorityrule, the National Association of Insurance Commissionersregulation, central bank order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such authority, associationchange in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, has or would will have the effect of reducing increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitments hereunder or its obligations hereunder, then the respective Borrower agrees to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s compliance withdetermination of compensation owing under this Section 2.10(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such law, rule or regulation as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian relevant Borrower) , which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the London interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or; (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any Loan which such increase or reduction attributable Lender deems to taxes) be material because of (x) any change since the date hereof of this Agreement in any applicable law, law or governmental rule, regulation, order, guideline or order request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or orderrequest (a “Change in Law”), which (A) changes the basis of taxation of payment to any Lender of the principal of or interest on such asLoan or any other amounts payable hereunder (except for (I) changes in the rate of tax on, or determined by reference to, the net income or profits of such Lender, or any franchise tax based on the net income or profits of such Lender, in either case pursuant to the laws of the jurisdiction in which such Lender is organized or in which such Lender’s principal office or applicable lending office is located or any subdivision thereof or therein and (II) Taxes for examplewhich a payment is required pursuant to Section 4.04(a)), without limitation(B) with respect to Eurodollar Loans, a change in changes official reserve requirementsrequirements (but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (yC) with respect to Eurodollar Loans, imposes any other circumstances condition affecting such Lender or the London interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become been made (x) unlawful by any Change in Law, (y) impossible by compliance by such any Lender in good faith with any law, governmental rule, regulation, guideline request made after the date of this Agreement (whether or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Change in Law which materially and adversely affects the London interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above)) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone confirmed in writing) to the Borrower Company and, except in the case of clause (on its own behalf and on behalf of the Canadian Borroweri) and above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) Company and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower Company with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower or the Canadian Borrower Company, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall Company agrees to pay to such Lender, promptly after receipt of upon written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, based on averaging and attribution methods among customers which are reasonable, submitted to the Borrower or the Canadian Borrower, as the case may be, Company by such Lender in good faith shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, Company shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, Company may (and in the case of a Eurodollar Loan affected pursuant to by the circumstances described in Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a Borrowingconversion, cancel said the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, Company was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative AgentAgent and the affected Lender, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR a Base Rate Loan or Cdn ABR Loan, if applicable, repay such Loan in full; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent If any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) Ifthat, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a such Lender or its parent any corporation controlling such Lender with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliatesuch other corporation’s capital or assets as a consequence of such Lender’s commitments Commitment or Loans hereunder or its obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parentsuch other corporation’s policies with respect to capital adequacy), then from time to time, promptly after upon written demand by such Lender (with a copy to the Administrative Agent), accompanied by the Borrower or notice referred to in the Canadian Borrowerpenultimate sentence of this clause (c), as the case may be, shall Company agrees to pay to such Lender such additional amount or amounts as will compensate such Lender or its parent such other corporation for such reduction. In determining such additional amounts, it being understood each Lender will act reasonably and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereofgood faith and will use reasonable averaging and attribution methods. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower Company (on its own behalf and on behalf a copy of which shall be sent by such Lender to the Canadian Borrower) Administrative Agent), which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the BorrowerCompany’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon the subsequent receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described notice except as provided in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in 2.14. A Lender’s reasonable good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”determination of compensation owing under this Section 2.10(c) may shall, absent manifest error, be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower final and conclusive and binding on all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginparties hereto.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or and (y) in the case of clauses (ii) and (iii) below, any Lender the Required Facility Lenders shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate Term SOFR for any Interest Period Period, that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar Term SOFR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition definitions of Eurodollar Rate“Term SOFR”; or (ii) at any timetime after the Closing Date, that such any Lender shall incur increased costs or reductions in the amounts received or receivable hereunder or under any Credit Document with respect to any Eurodollar Term SOFR Loans (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to taxes(I) Indemnified Taxes, (II) Excluded Taxes or (III) Other Taxes), as applicable, because of (x) any change since the date hereof Change in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such marketLaw; or (iii) at any time, that the making or continuance of any Eurodollar Term SOFR Loan has become unlawful by compliance by such Lender Lenders of the applicable Credit Facility in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the interbank Eurodollar Term SOFR market, as applicable, and the applicable Lenders are treating all similarly situated Persons under comparable syndicated credit facilities similar to the Credit Facilities in the same fashion; (in each case above, such Loans, “Impacted Loans”), then, and in any such event, such Lender Required Facility Lenders (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give written notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf and, in the case of such notice by the Canadian Borrower) and Required Facility Lenders, to the Administrative Agent Agent, of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit SOFR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit SOFR Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such LenderLenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Required Facility Lenders in its their reasonable discretion shall determine) as shall be required to compensate such Lender Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderLenders, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) ), and (z) in the case of clause subclause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. Notwithstanding the foregoing but subject to clause (d) below, if the Administrative Agent has made the determination described in Section 2.10(a)(i), the Administrative Agent, in consultation with the Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (x) of the first sentence of the immediately preceding paragraph, (2) the Administrative Agent notifies the Borrower or the applicable Lenders notify the Administrative Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender reasonably determines that any law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and the Borrower written notice thereof. The parties hereto shall use commercially reasonable efforts to satisfy any applicable IRS guidance so that the determination of the alternative interest rate will not be treated as a deemed exchange under Section 1001 of the Code. (b) At any time that any Eurodollar Term SOFR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Term SOFR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if a Notice of Borrowing or Notice of Conversion or Continuation with respect to the affected Eurodollar Term SOFR Loan is then being made has been submitted pursuant to a BorrowingSection 2.3 or Section 2.6, as applicable, but the affected Term SOFR Loan has not been funded or continued, cancel said such requested Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender Lenders pursuant to Section 2.10(a)(ii) or (iii) ), as applicable, or (y) if the affected Eurodollar Term SOFR Loan is then outstanding, in the case of an affected Term SOFR Loan, upon at least three (3) Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term SOFR Loan into an ABR Loan or Cdn ABR Loan, if applicable, ; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereofClosing Date, the adoption any Change in Law relating to capital adequacy or liquidity of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, Lender or compliance by a any Lender or its parent with any request Change in Law relating to capital adequacy or directive made or adopted liquidity occurring after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyClosing Date, has or would have the effect of reducing the actual rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity), then from time to time, promptly after following written demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such actual additional amount or amounts as will compensate such Lender or its parent for such actual reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereofClosing Date or to the extent such Lender is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to the Borrower hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon promptly following receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar LIBOR Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such Eurodollar LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar LIBOR Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar LIBOR Loans (other than any such increase or reduction attributable to taxesTaxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar LIBOR Loan has become unlawful by as a result of compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar LIBOR market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.in

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or and (y) in the case of clauses (ii) and (iii) below, any Lender the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar LIBOR Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such Eurodollar LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar LIBOR Rate; or (ii) at any time, that such Lender Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar LIBOR Loans (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to taxesTaxes described in clauses (i) or (ii) of paragraph (d) of this Section 2.10) because of (x) any change since the date hereof Closing Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar LIBOR Loan has become unlawful by compliance by such Lender Lenders in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the interbank Eurodollar LIBOR market; then, and in any such event, such Lender Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) Holdings and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies Holdings and the Borrower (on its own behalf and on behalf of the Canadian Borrower) Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower Holdings or the Canadian a Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower Holdings or the Canadian Borrower such Borrower, (y) in the case of clause (ii) above, the applicable Borrower or the Canadian Borrower, as the case may be, shall pay to such LenderLenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in its their reasonable discretion shall determine) as shall be required to compensate such Lender Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderLenders, showing in reasonable detail the basis for the calculation thereof, submitted to the such Borrower or the Canadian Borrower, as the case may be, by such Lender Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause subclause (iii) above, the such Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the applicable Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar LIBOR Loan is then being made pursuant to a Borrowing, cancel said such Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the such Borrower or the Canadian Borrower, as the case may be, was notified by a Lender Lenders pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term LIBOR Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereofClosing Date, the adoption any Change in Law relating to capital adequacy or liquidity of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, Lender or compliance by a any Lender or its parent with any request Change in Law relating to capital adequacy or directive made or adopted liquidity occurring after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyClosing Date, has or would have the effect of reducing the actual rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, applicable Borrower(s) shall pay to such Lender such actual additional amount or amounts as will compensate such Lender or its parent for such actual reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereofClosing Date or to the extent such Lender is not imposing such charges on or requesting such compensation from borrowers (similarly situated to the Borrowers hereunder) under comparable syndicated credit facilities similar to the Credit Facilities. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian such Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the such Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (ed) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in It is understood that this Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect 2.10 shall not apply to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus Taxes indemnifiable under Section 5.4 or (ii) the Applicable Eurodollar Margin.)

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such any Borrowing of Eurodollar Borrowing Loans are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the London interbank Eurodollar eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at that, due to a Change in Law, which shall (A) impose, modify or deem applicable any timereserve, that special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any reserve requirement taken into account in determining the Statutory Reserves); (B) subject any Lender to any Tax (other than (1) Taxes indemnifiable under Section 5.4, (2) Excluded Taxes or (3) Taxes described in Section 5.4(f)) on its loans, loan principal, letters of credits, commitments or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; or (C) impose on any Lender or the London interbank eurocurrency market any other condition, cost or expense affecting this Agreement or Eurodollar Loans made by such Lender shall incur increased costs (other than Taxes), which results in the cost to such Lender of making, converting into, continuing or reductions maintaining Eurodollar Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such marketforegoing shall be reduced; or (iii) at any timetime after the Closing Date, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order Applicable Law (or would conflict with any such governmental rule, regulation, guideline or order Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank Eurodollar eurocurrency market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give written notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred Incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly (but no later than ten Business Days) after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic written notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, ; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change Change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof Law regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or its parentLetter of Credit Issuer’s or its Related Affiliatetheir respective parent’s capital or assets as a consequence of such Lender’s or Letter of Credit Issuer’s commitments or obligations hereunder to a level below that which such Lender or its Letter of Credit Issuer or their respective parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its Letter of Credit Issuer’s or their respective parent’s policies with respect to capital adequacyadequacy or liquidity), then from time to time, promptly (but no later than ten Business Days) after written demand by such Lender or Letter of Credit Issuer (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender or Letter of Credit Issuer such additional amount or amounts as will compensate such Lender or its Letter of Credit Issuer or their respective parent for such reduction, it being understood and agreed, however, that a Lender or Letter of Credit Issuer shall not be entitled to such compensation as a result of such Lender’s or Letter of Credit Issuer’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the date hereofClosing Date except as a result of a Change in Law. Each LenderLender or Letter of Credit Issuer, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrowerbehalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (d) If the Borrower and the Administrative Agent reasonably determine in good faith that an interest rate is not ascertainable pursuant to the provisions of the definition of “Eurodollar Rate” or “Reference Rate” and the inability to ascertain such rate is unlikely to be temporary, the “Eurodollar Rate” and “Reference Rate” shall be an alternate rate that is reasonably commercially practicable for the Administrative Agent to administer (as determined by the Administrative Agent in its reasonable discretion) that is either: (i) an alternate rate established by the Administrative Agent and the Borrower that is generally accepted as the then prevailing market convention for determining a rate of interest for syndicated leveraged loans of this type in the United States at such time, in which case, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable (including the making of appropriate adjustments to such alternate rate and this Agreement (x) to preserve pricing in effect at the time of selection of such alternate rate (but for the avoidance of doubt which would not reduce the Applicable Margin) and (y) other changes necessary to reflect the available interest periods for such alternate rate) (the “Market Convention Rate”) or (ii) if a Market Convention Rate is not available in the reasonable determination of the Administrative Agent and the Borrower acting in good faith, an alternate rate, at the option of the Borrower, either (x) established by the Administrative Agent and the Borrower, so long as the Lenders shall have received at least five Business Days' prior written notice thereof (the “Notice Period”), in which case, the Administrative Agent and the Borrower shall enter into an amendment to this Agreement to reflect such alternate rate of interest and such other related changes to this Agreement as may be applicable; provided that such alternate rate shall not apply to (and any such amendment shall not be effective with respect to) any Class for which the Administrative Agent has received a written objection within the Notice Period from the Required Lenders of such Class (with the Required Lenders of such Class determined as if such Class of Lenders were the only Class of Lenders hereunder at the time), or (y) selected by the Borrower and the Required Lenders of any applicable Class (with the Required Lenders of such Class determined as if such Class of Lenders were the only Class of Lenders hereunder at the time) solely with respect to such Class, in which case, the Required Lenders of such Class and the Borrower shall, subject to 15 Business Days' prior written notice to the Administrative Agent, enter into an amendment to this Agreement to reflect such alternate rate of interest for such Class and make such other related changes to this Agreement as may be necessary to reflect such alternate rate applicable to such Class) (any such alternate rate so established in accordance with the foregoing provisions of this clause (d), the “Successor Benchmark Rate”); provided that, in the case of each of clauses (i) and (ii), any such amendment shall become effective without any further action or consent of any other party to this Agreement, notwithstanding anything to the contrary in Section 13.1; provided, further, that until such Successor Benchmark Rate has been determined pursuant to this paragraph, (A) any request for Borrowing, the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (B) all outstanding Borrowings shall be converted to an ABR Borrowing. (e) This Section 2.10 shall not operate to provide payments that are duplicative of those required under Section 5.4. (f) The agreements in this Section 2.10 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (g) Notwithstanding the foregoing, no Lender or Letter of Credit Issuer shall be entitled to seek compensation under this Section 2.10 based on the occurrence of a Change in Law arising solely from (x) the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act or any requests, rules, guidelines or directives thereunder or issued in connection therewith or (y) Basel III or any requests, rules, guidelines or directives thereunder or issued in connection therewith, unless such Lender or Letter of Credit Issuer is generally seeking compensation from other borrowers in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent U.S. leveraged loan market with respect to its similarly affected commitments, loans and/or participations under agreements with such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order borrowers having provisions similar to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginthis Section 2.10.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender Bank shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the London interbank Eurodollar marketmarket for deposits in Dollars, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Eurocurrency Rate; or (ii) at any time, that such Lender Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) Eurocurrency Rate Loan because of (x) any change since the date hereof in any applicable law, law or governmental rule, regulation, guideline order or order request (whether or not having the force of law) (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline order or orderrequest), such as, for example, without limitationbut not limited to, (1) a change in the basis of taxation of payments to any Bank or its Applicable Lending office of the principal of or interest on the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or profits of such Bank or its Applicable Lending Office imposed by any jurisdiction in which its principal office or Applicable Lending Office is located) or (2) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurocurrency Rate, and/or (y) other circumstances affecting such Bank or the interbank Eurodollar market Eurocurrency market, or the position of such Lender Bank in such market; or (iii) at any time, that the making or continuance of any Eurodollar Eurocurrency Rate Loan has become been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such Lender in good faith Bank with any law, governmental rule, regulation, guideline request (whether or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that of this Agreement which materially and adversely affects the London interbank Eurodollar marketmarket for Dollar deposits; then, and in any such event, such Lender Bank (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone confirmed in writing) to the Borrower (on its own behalf and on behalf Borrowers, accompanied by an explanation of the Canadian Borrowerbasis therefor, and, except in the case of clause (i) and above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other LendersBanks). Thereafter (x) in the case of clause (i) above, Eurodollar Term Eurocurrency Rate Loans and Eurodollar Revolving Credit Loans of the maturities identified by the Administrative Agent in such notice as unavailable shall no longer be available until such time as the Administrative Agent notifies the relevant Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian relevant Borrower with respect to Eurodollar Term its affected Eurocurrency Rate Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower or the Canadian Borrower such Borrower, (y) in the case of clause (ii) above, the Borrower or to whom the Canadian Borrower, as the case may be, Eurocurrency Rate Loan was made shall pay to such LenderBank, promptly after receipt of upon written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Bank in its reasonable sole discretion shall determine) as shall be required to compensate such Lender Bank for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderBank, showing in reasonable detail the basis for the calculation thereof, submitted certified to the such Borrower or the Canadian Borrower, as the case may be, by such Lender Bank shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Eurocurrency Rate Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, to whom such Loan was made may (and in the case of a Eurodollar Eurocurrency Rate Loan affected pursuant to by the circumstances described in Section 2.10(a)(iii) shall) either (xi) if the affected Eurodollar Loan is then being made initially or pursuant to a Borrowing, conversion cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof of the cancellation on the same date that the such Borrower or the Canadian Borrower, as the case may be, was notified by a Lender the Bank or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) or (yii) if the affected Eurodollar Eurocurrency Rate Loan is then outstanding, upon at least three Business Days’ ' written notice to the Administrative Agent, require prepay the Eurocurrency Rate Loans of the affected Lender to convert each such Eurodollar Revolving Credit Loan Bank and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicablereborrow the same as Base Rate Loans, provided that that, if more than one Lender Bank is affected at any time, then all affected Lenders Banks must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event If any Bank determines at any time that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable lawlaw or governmental rule, rule regulation order or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such change in interpretation or administration thereof by any governmental authority, association, central bank or comparable agency, has which shall have become effective or would applicable after the date hereof, will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Bank or a holding company of which such Bank is a Subsidiary based on the existence of such Lender’s Bank's Commitment hereunder or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy)hereunder, then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, Borrowers shall pay to such Lender Bank upon its written demand therefor, such additional amount or amounts as will shall be required to compensate such Lender Bank or its parent such holding company for such reduction, it being understood and agreed, however, that a Lender shall not be entitled the increased cost to such compensation Bank as a result of such Lender’s compliance withincrease of capital; such obligations of the Borrowers shall be joint and several. In determining such additional amounts, or pursuant to any request or directive to comply witheach Bank will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, any provided that such lawBank's determination of compensation owing under this Section 2.10(c) shall, rule or regulation as in effect absent manifest error, be final and conclusive and binding on all the date hereofparties hereto. Each LenderBank, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) Borrowers, which notice shall set forth in reasonable detail show the basis of the for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, Borrowers' obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i2.10(c), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginabsent manifest error.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such any Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable; provided, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrowerbehalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (ed) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in This Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect 2.10 shall not apply to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal taxes to the sum extent duplicative of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar MarginSection 5.4.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause that, with respect to clauses (i) and (iv) below, the Administrative Agent or (y) in the case of shall have determined, or, with respect to clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):determined: (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar LIBOR or Canadian BA Rate, as applicable; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) Interest Period Loan because of (xA) any change since the date hereof Effective Date in any applicable law, law or governmental rule, regulation, order, guideline or order request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or orderrequest (other than with respect to any Tax, which shall be governed solely by Section 5.04), such as, for example, without limitationbut not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the LIBOR and/or (yB) other circumstances arising since the Effective Date affecting such Lender, the interbank Eurodollar eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Interest Period Loan has become been made unlawful by compliance by such Lender in good faith with any law, law or governmental rule, regulation, guideline regulation or order (applicable to such Lender adopted or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring changed after the date hereof that Effective Date which materially and adversely affects the interbank Eurodollar applicable eurodollar market; or (iv) at any time that there is no market for Bankers’ Acceptances by reason of circumstances affecting the Canadian money market generally or the relevant Available Currency (other than U.S. Dollars) is not available in sufficient amounts, in either case as determined in good faith by the Administrative Agent, acting reasonably; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause clauses (i) and (iv) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone promptly confirmed in writing) to the Borrower affected Borrowers and, except in the case of clauses (on its own behalf and on behalf of the Canadian Borroweri) and (iv) above, to the Administrative Agent Agent, of such determination (which notice the Administrative Agent shall promptly transmit to each of the other affected Lenders). Thereafter (xw) in the case of clause (i) above, Eurodollar Term in the event that LIBOR Loans and Eurodollar Revolving Credit are so affected, LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) U.S. Borrowers and the U.S. Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion Conversion/Continuation given by the Borrower or the Canadian any Borrower with respect to Eurodollar Term LIBOR Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower or the Canadian Borrower such Borrower, (yx) in the case of clause (ii) above, the Borrower U.S. Borrowers (jointly and severally) or the Canadian Borrower, as the case may beapplicable, shall agree to pay to such affected Lender, promptly after receipt of upon such affected Lender’s written demand therefor request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such affected Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such affected Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, respective affected Borrowers by such affected Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and ), (zy) in the case of clause (iii) above, the respective affected Borrower or the Canadian Borrower, as the case may be, Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. law and (bz) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iiiclause (iv) shall) either above, Canadian BA Rate Loans (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale exclusive of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writingCanadian BA Rate Loans which have theretofore been funded) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Canadian Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Canadian Borrower with respect to such Canadian BA Rate Loans that which have not yet been incurred shall be deemed rescinded by the Canadian Borrower. Any maturing BA Loans shall thereafter. (b) At any time that any Interest Period Loan is affected by the circumstances described in Section 2.10(a)(iii), and until contrary the affected Lender may cause any affected Borrower to, whereupon such affected Borrower shall, either (i) if the affected Interest Period Loan is then being made initially or pursuant to a conversion, cancel such Borrowing by giving the Administrative Agent telephonic notice (confirmed in writing) on the same date that such Borrower was notified by the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(iii) or (ii) if the affected Interest Period Loan is provided by then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, (A) in the case of a LIBOR Loan, require the affected Borrower(s) to convert such LIBOR Loan into a Base Rate Loan (which conversion, in the case of the circumstance described in Section 2.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such LIBOR Loan or such earlier day as shall be continued as a required by applicable law) and (B) in the case of any Canadian Prime BA Rate Loan, repay all outstanding Borrowings which include such affected Canadian BA Rate Loans in full in accordance with the applicable requirements of Section 5.01. (dc) If, If any Lender determines that after the date hereof, Effective Date the adoption introduction of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation any applicable law or administration thereof by any governmental authorityrule, the National Association of Insurance Commissionersregulation, central bank order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such authority, associationchange in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, has or would will have the effect of reducing increasing the amount of capital required to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s U.S. Commitment or Canadian Commitment hereunder or its obligations hereunder, then the respective U.S. Borrowers (jointly and severally) or the Canadian Borrower agree to pay to such U.S. Lender or Canadian Lender, respectively, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s compliance withdetermination of compensation owing under this Section 2.10(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such law, rule or regulation as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the applicable Borrower (on its own behalf and on behalf of the Canadian Borrower) or Borrowers, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the applicable Borrower’s or the Canadian Borrower’s, as the case may be, Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon the subsequent receipt of such notice. (ed) Notwithstanding Failure or delay on the foregoingpart of any Lender to demand compensation pursuant to this Section 2.10 shall not constitute a waiver of such Lender’s right to demand such compensation, in provided that the case of Canadian Revolving Credit Loans affected by Borrower or Borrowers shall not be required to compensate a Lender pursuant to Section 2.10(a)(ii) or 2.10(c) for any increased costs or reductions incurred more than 180 days prior to the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after date that such Lender notifies the giving Company of the required notice by the Canadian Administrative Agent with respect event giving rise to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining increased costs or reductions and of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans intention to claim compensation therefor; provided further that, if the event giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall thereafter bear interest at a rate equal be extended to include the sum period of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginretroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (xy) in the case of clause (i) below, the Administrative Agent or (yz) in the case of clauses (ii) and (iii) below, any Lender or other Recipient, shall have reasonably determined on a reasonable basis (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar interest rate applicable to any LIBOR Rate Loan for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) that, by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar marketDate, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Ratethis Agreement for such LIBOR Rate Loan; or (ii) at any time, that such Lender or other Recipient shall incur increased costs or reductions in the amounts received or receivable by it hereunder in an amount that such Lender deems material with respect to any Eurodollar LIBOR Rate Loans (other than any such increase increased cost or reduction attributable to taxesin the amount received or receivable resulting from the imposition of or a change in the rate of any Connection Income Taxes) because of (x) any change Change in Law since the date hereof in any applicable law, governmental rule, regulation, guideline or order Closing Date (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitationbut not limited to, a change in official reserve requirements, and/or but, in all events, excluding reserves already includable in the interest rate applicable to such LIBOR Rate Loan pursuant to this Agreement) or (y) other circumstances adversely affecting the London interbank Eurodollar market or the position of such Lender or other Recipient in any such market; or (iii) at any time, that the making or continuance of any Eurodollar LIBOR Rate Loan has become unlawful by compliance by such Lender in good faith with any lawChange in Law since the Closing Date, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order thereof not having the force of law even though the failure to comply therewith would not be unlawful)but with which such Lender customarily complies, or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the London interbank Eurodollar market; then, and in any each such event, such Lender or other Recipient (or the Administrative Agent, Agent in the case of clause (i) above) shall (1) on or promptly following such date or time and (2) within a reasonable time thereafter 10 Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other LendersLenders or other Recipients). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit the affected Type of LIBOR Rate Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders or other Recipients that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation or Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit such Type of LIBOR Rate Loans that have not yet been incurred incurred, Converted or Continued shall be deemed rescinded by the Borrower or or, in the Canadian Borrower case of a Notice of Borrowing, shall, at the option of the Borrower, be deemed converted into a Notice of Borrowing for Base Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such LenderLender or other Recipient, promptly after receipt of upon written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion or other Recipient shall determine) as shall be required to compensate such Lender or other Recipient for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such LenderLender or other Recipient, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender or other Recipient shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b3.01(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar LIBOR Rate Loan is affected by the circumstances described in Section 2.10(a)(ii3.01(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar LIBOR Rate Loan affected pursuant to Section 2.10(a)(iii3.01(a)(iii) the Borrower shall) either (xi) if the affected Eurodollar LIBOR Rate Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender or other Recipient pursuant to Section 2.10(a)(ii3.01(a)(ii) or (iii) ), cancel said Borrowing, or, in the case of any Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of Base Rate Loans or require the affected Lender or other Recipient to make its requested Loan as a Base Rate Loan, or (yii) if the affected Eurodollar LIBOR Rate Loan is then outstanding, upon at least three one Business Days’ Day’s notice to the Administrative Agent, require the affected Lender or other Recipient to convert Convert each such Eurodollar Revolving Credit Loan and Eurodollar Term LIBOR Rate Loan into an ABR Loan or Cdn ABR a Base Rate Loan; provided, if applicablehowever, provided that if more than one Lender or other Recipient is affected at any time, then all affected Lenders or other Recipients must be treated in the same manner pursuant to this Section 2.10(b3.01(b). (c) In the event that the Canadian Administrative Agent If any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereofClosing Date, the adoption of any applicable law, rule or regulation Change in Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof adequacy by any governmental authority, the National Association of Insurance CommissionersGovernmental Authority, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by a such Lender or its parent corporation with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, associationcentral bank, central bank or comparable agency, in each case made subsequent to the Closing Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material to the rate of return on such Lender’s or its parent’s or its Related Affiliateparent corporation’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parentparent corporation’s policies with respect to capital adequacy), then from time to time, promptly within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d3.01(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth forth, in reasonable detail detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d3.01(c) upon the subsequent receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that any Bank (xincluding the Agent and the Fronting Bank) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, shall be final and conclusive and binding upon all parties hereto):but, with respect to the following clauses (i), (ii) and (iii), shall be made only after consultation with Resources and the Agent on the date of such determination) that: (i) on any date for determining the Eurodollar Quoted Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Period, by reason of any changes arising on or change after the Closing Date date hereof affecting the interbank Eurodollar market or affecting the position of the Agent in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on by reference to the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because by reason of (xy) any change since after the date hereof in any applicable law, law or governmental rule, regulation, guideline regulation or order (or any interpretation thereof by a governmental authority or otherwise (provided that, in the case of an interpretation or administration thereof not by a governmental authority, such interpretation shall be made in good faith and shall have a reasonable basis) and including the introduction of any new law or governmental rule, regulation, guideline regulation or order), such asto the extent not provided for in clause (iii) below, for exampleor (z) in the case of Eurodollar Loans, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting such Bank or the interbank Eurodollar market or the position of such Lender Bank in such market, the Quoted Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Eurodollar Loan; or (iii) at any time, by reason of the requirements of Regulation D or other official reserve requirements, the Quoted Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Eurodollar Loan; or (iv) at any time, that the making or continuance of any Eurodollar Loan or the issuance of any Letter of Credit has become unlawful by compliance by such Lender Bank or by the Fronting Bank in good faith with any law, governmental rule, regulation, guideline or order (order, or would conflict with any cause severe hardship to such governmental rule, regulation, guideline Bank or order not having to the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable Fronting Bank as a result of a contingency occurring after the date hereof that which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender ; (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writinga) to the Borrower Agent (on its own behalf and on behalf of the Canadian Borrowerwho shall give similar notice to each Bank) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders)determination. Thereafter Thereafter, (x) in the case of clause (i), (ii) or (iii) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, Resources shall pay to such LenderBank, promptly after receipt of upon written demand therefor therefor, such additional amounts deemed in good faith by such Bank to be material (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Bank in its reasonable discretion shall determine) as shall be required to compensate cause such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that Bank to receive interest with respect to its affected Eurodollar Loan at a written notice as rate per annum equal to the additional amounts owed then Applicable Eurodollar Margin in excess of the effective pricing to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted Bank to the Borrower make or the Canadian Borrower, as the case may be, by maintain such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) Eurodollar Loan and (zy) in the case of clause (iii) aboveiv), the Borrower or the Canadian Borrower, as the case may be, Resources shall take one of the actions specified in Section 2.10(bSec. 2.5 (b) as promptly as possible and, in any event, within the time period required by law. A certificate as to additional amounts owed any such Bank, showing in reasonable detail the basis for the calculation thereof, submitted to Resources and (except with respect to clause (iii) of this Sec. 2.5(a)) the Agent by such Bank shall, absent manifest error, be final, conclusive and binding upon all of the parties hereto. (b) At any time that any Eurodollar Loan is of its Loans are affected by the circumstances described in Section 2.10(a)(iiSec. 2.5 (a) or (other than clause (iii), the Borrower or the Canadian Borrower, as the case may be, ) thereof) Resources may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (xi) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice thereof by telephone (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, Resources was notified by a Lender the affected Bank pursuant to Section 2.10(a)(iiSec. 2.5(a) or (iii) or (yii) if the affected Eurodollar Loan is then outstanding, upon at least three 3 Business Days’ ' written notice to the Administrative AgentBank, require the affected Lender Bank to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR a Base Rate Loan, if applicable, ; provided that if more than one Lender Bank is affected at any time, then all affected Lenders Banks must be treated in the same manner pursuant to this Section 2.10(bSec. 2.5(b). (c) In the event that Resources shall be paying additional amounts to a Bank pursuant to Sec. 2.5(a)(i) or (ii) or Sec. 2.5(d) (and, in the Canadian Administrative Agent shall have reasonably determined case of Sec. 2.5(d), such Bank has not eliminated the increased costs by designating a new Applicable Lending Office) or is unable to incur a Eurodollar Loan from such Bank because of the existence of a condition described in Sec. 2.5(a)(iv) (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such eventBank, an "Affected Bank") covering a period of 90 consecutive days, Resources, the Administrative Agent and the Affected Bank shall within consult with a reasonable time thereafter give notice view towards (if but being under no obligation to) amending this Agreement, with the consent of the Banks other than the Affected Bank (the "Unaffected Banks") which, at such time, have outstanding two-thirds of the aggregate principal amount of the Loans outstanding hereunder (exclu- sive of the aggregate principal amount of the Loans out- standing of the Affected Bank), to provide for (i) the term- ination of the Affected Bank's Commitment, provided that such termination is accompanied by telephone confirmed payment in writing) full of the outstanding amount of all Loans of the Affected Bank, interest accrued on such amount to the Borrowerdate of payment and all other liabilities and obligations of Resources hereunder (including, the Canadian Borrower and each of the other Lenders of such determinationwithout limitation, amounts payable pursuant to Sec. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower1.8, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer existSec. 2.5(a) or Sec. 2.5(d)), and (ii) the substitution of another bank for the Affected Bank and/or the increase, pro rata or otherwise, of the Commitments of the Unaffected Banks or otherwise, so that the Total Commitment remains the amount which would be applicable in the absence of the occurrence of clause (i) of this Sec. 2.5(c); provided that no Commitment of any Notice Unaffected Bank may be changed without the consent of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loansuch Bank. (d) If, after the date hereof, the adoption of If any Bank reasonably determines at any time that any applicable lawlaw or governmental rule, rule regulation, order or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such change in interpretation or administration thereof by any governmental authority, association, central bank or comparable agency, has or would will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Bank based on the existence of such Lender’s Bank's Commitment hereunder or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to or under any Letter of Credit, then promptly upon receipt of a level below that which written demand from such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyBank meeting the requirements of this Sec. 2.5(d), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, Resources shall pay such Bank such addi- tional amounts as shall be required to compensate such Bank for the increased cost to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation Bank as a result of such Lender’s compliance withincrease in capital for the first Compensation Period (as defined below). After the initial written demand for payment in respect of this Sec. 2.5(d) is delivered to Resources by such Bank, or written demand for payment may be submitted for each Compensation Period thereafter that this Agreement remains in effect as to such Bank. Each such written demand shall (i) specify (a) the event pursuant to any request or directive which such Bank is entitled to comply withclaim the additional amount, any such law, rule or regulation as in effect on (b) the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof on which the event occurred and became applicable to the Borrower Bank and (on its own behalf c) the Compensation Period for which the amount is due and on behalf of the Canadian Borrower(ii) which notice shall set forth out in reasonable detail the basis of the calculation and computation of such additional amounts, although amount. The period for which the failure additional amounts may be claimed by such Bank (the "Compensation Period") shall be the lesser of (x) the number of days actually elapsed since the date the event occurred and became applicable to give such Bank or (y) 90 days. Payments made by Resources to any such notice Bank in respect of this Sec. 2.5(d) shall not, subject to Section 2.13, release or diminish any be made on the last day of the Borrower’s or Compensation Period specified in each written demand with a final payment to be made on the Canadian Borrower’s, date of termination of this Agreement as the case may be, obligations to pay such Bank. Provided that each Bank acts reasonably and in good faith and uses averaging and attribution methods which are reasonable in determining any additional amounts pursuant due under this Sec. 2.5(d), such Bank's determination of compensation owing under this Sec. 2.5(d) shall, absent manifest error, be final and conclusive and binding on all the parties hereto. No Bank shall be entitled to compensation under this Section 2.10(dSec. 2.5(d) upon receipt for any costs incurred with respect to any date unless it shall have notified Resources that it will demand compensation for such costs not more than 60 days after the later of (i) such date and (ii) the date on which it shall have become aware of such noticecosts. (e) Notwithstanding Each Bank agrees that, upon the foregoing, in occurrence of any event giving rise to the case operation of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent Sec. 2.5(d) with respect to such circumstancesBank, the Administrative Agent (in consultation such Bank shall, if requested by Resources, designate another Applicable Lending Office for any Loans affected by such event with the Lendersobjective of eliminating, avoiding or mitigating the consequence of the event giving rise to the operation of such section; provided that such Bank and its Applicable Lending Office shall not, in the sole judgment of such Bank, suffer any economic, legal or regulatory disadvantage. Nothing in this Sec. 2.5(e) shall negotiate with affect or postpone any of the Borrower obligations of Resources or the right of any Bank provided in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit LoansSec. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin2.5(d).

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) that, by reason of any changes arising on or after the Closing Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; orRate or the making or continuance of any Eurodollar Loan has become impracticable as a result of a contingency occurring after the Effective Date which materially and adversely affects the interbank Eurodollar market; (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because of (x) any change since the date hereof Effective Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order)) (including, but not limited to, a change in the basis of taxation of payments to a Lender of the principal of or interest on the Loans or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such as, for example, without limitation, Lender imposed by the jurisdiction in which its principal office or applicable lending office is located) or a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, Agent in the case of clause (i) above) shall (x) on such date and (y) within a reasonable time thereafter ten Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion Conversion/Continuation given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly within 10 Business Days after the Borrower’s receipt of written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determinedetermine after consultation with the Borrower) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail describing the basis for such increased costs and showing the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii1.10(a)(ii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall1.10(a)(iii), the Borrower shall within the time period required by law) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii1.10(a)(ii) or (iii) ), or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR a Base Rate Loan (which conversion, in the case of the circumstances described in Section 1.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan (or Cdn ABR Loansuch earlier date as shall be required by applicable law)); provided, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b1.10(b). (c) In the event If any Lender shall have determined that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing adoption or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, in each case after the Effective Date, or compliance by a such Lender or its parent corporation with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyagency first made after the Effective Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliateparent corporation’s capital or assets as a consequence of such Lender’s its commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parentparent corporation’s policies with respect to capital adequacy), then from time to time, promptly within 10 Business Days after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d1.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall describe the basis for such claim and set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d1.10(c) upon the subsequent receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Original Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) Loan because of (x) any change since the date hereof Original Effective Date in any applicable law, law or governmental rule, regulation, order, guideline or order request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or order)request, such as, for example, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income or net profits of such Lender, or any franchise tax based on the net income or profits of such Lender, in either case pursuant to the laws of the United States of Americas, the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without limitationduplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Original Effective Date affecting such Lender, the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such any Lender in good faith with any law, governmental rule, regulation, guideline request (whether or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that Original Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone confirmed in writing) to the Borrower and, except in the case of clause (on its own behalf and on behalf of the Canadian Borroweri) and above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion Conversion/Continuation given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or agrees, subject to the Canadian Borrowerprovisions of Section 13.15 (to the extent applicable), as the case may be, shall to pay to such Lender, promptly after receipt of upon such Lender's written demand therefor request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender in good faith shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to the Borrower of any of the events described in clause (i) or (iii) above, it shall promptly notify the Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Lender, the obligations of such Lender to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans on the terms and conditions contained herein shall be reinstated. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii1.10(a)(ii), the Borrower or the Canadian Borrowermay, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to by the circumstances described in Section 2.10(a)(iii) 1.10(a)(iii), the Borrower shall) , either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three one Business Days’ Day's written notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR a Base Rate Loan at the end of the then current Interest Period or Cdn ABR Loan, if applicableat such earlier date as may be required to eliminate such circumstance or to comply with applicable law, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b1.10(b). (c) In the event If any Lender determines that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, Original Effective Date the adoption introduction or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation any applicable law or administration thereof by any governmental authorityrule, the National Association of Insurance Commissionersregulation, central bank order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such change in interpretation or administration thereof by any governmental authority, association, central bank or comparable agency, has or would will have the effect of reducing increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender's Commitment hereunder or its Loans or obligations hereunder, then the Borrower agrees, subject to the provisions of Section 13.15 (to the extent applicable), to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s compliance with's determination of compensation owing under this Section 1.10(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such law, rule or regulation as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d1.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth in reasonable detail show the basis of the for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that [Reserved]. (xb) If any Change in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination Law shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):: (i) on impose, modify or deem applicable any date reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for determining the Eurodollar Rate for account of, or credit extended by, any Interest Period that Lender (x) deposits except any such reserve requirement reflected in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Adjusted LIBO Rate; or); (ii) at impose on any timeLender or the London interbank market any other condition, that such Lender shall incur increased costs cost or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans expense (other than any Taxes) affecting this Agreement or Loans made by such increase or reduction attributable to taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such marketLender; or (iii) at subject any timeLender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, that (B) Excluded Taxes or (C) Other Taxes) with respect to its loans, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the making or continuance result of any Eurodollar of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan has become unlawful by compliance (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender in good faith with any lawor the Administrative Agent hereunder (whether of principal, governmental rule, regulation, guideline interest or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawfulotherwise), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; then, and in any such event, then Borrower will pay to such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to will compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian BorrowerAdministrative Agent, as the case may be, by for such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower additional costs incurred or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b)reduction suffered. (c) In the event If any Lender determines that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market any Change in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender’s commitments or obligations hereunder , to a level below that which such Lender or its parent or its Related Affiliate such Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parentpolicies and the policies of such Lender’s policies holding company with respect to capital adequacyadequacy and liquidity), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the time Borrower or the Canadian Borrower, as the case may be, shall will pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance withholding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or pursuant that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate or any request Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or directive sell, or to comply withtake deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower through the Administrative Agent, any obligation of such lawLender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, rule or regulation as in effect Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf last day of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of Interest Period therefor, if such additional amountsLender may lawfully continue to maintain such LIBO Rate Term Loans to such day, although the failure or immediately, if such Lender may not lawfully continue to give maintain such LIBO Rate Term Loans. Upon any such notice prepayment or conversion, Borrower shall not, subject to Section 2.13, release also pay accrued interest on the amount so prepaid or diminish any converted. (e) A certificate of the Borrower’s a Lender or the Canadian Borrower’sAdministrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, obligations to pay additional amounts pursuant to as specified in clause (b) or (c) of this Section 2.10(d) upon receipt Section, and certifying that it is the general practice and policy of such notice. (e) Notwithstanding Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the foregoingextent it is legally permitted to do so, in shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay such Lender or the Administrative Agent, as the case of Canadian Revolving Credit Loans affected by may be, the circumstances described in Section 2.10(a)(i), amount shown as promptly as practicable but in no event later than three due on any such certificate within 10 Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginreceipt thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined in good faith (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) Loan because of (x) any change since the date hereof Closing Date in any applicable law, law or governmental rule, regulation, order, guideline or order request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or order)request, such as, for example, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on such Loan or any other amounts payable hereunder (except for changes in the rate of tax on, or determined by reference to, the net income, gross receipts or net profits of such Lender, or any franchise tax based on net income, net profits or net worth, of such Lender pursuant to the laws of the jurisdiction in which such Lender is organized or in which such Lender’s principal office or applicable lending office is located or any subdivision thereof or therein), but without limitationduplication of any amounts payable in respect of Indemnified Taxes pursuant to Section 4.04, or (B) a change in official reserve requirementsrequirements but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Closing Date affecting such Lender or the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such any Lender in good faith with any law, governmental rule, regulation, guideline request (whether or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become law) and/or (z) impracticable as a result of a contingency occurring after the date hereof that Closing Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone confirmed in writing) to Borrower and, except in the Borrower case of clause (on its own behalf and on behalf of the Canadian Borroweri) and above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i), the rate of interest applicable to any affected Loans then outstanding shall be the Base Rate, as in effect from time to time, plus the applicable margin set forth in Section 1.07(a) aboveas in effect from time to time minus 1%, Eurodollar Term Loans from the date such notice is delivered to Borrower and Eurodollar Revolving Credit Loans shall no longer be available thereafter until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, Borrower agrees, subject to the Borrower or provisions of Section 13.15 (to the Canadian Borrowerextent applicable), as the case may be, shall to pay to such Lender, promptly after receipt of upon written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable good faith discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for and the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender in good faith shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and (z) in the case of clause (iii) above, above such Lender shall so notify the Administrative Agent and Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and the Administrative Agent shall promptly give notice thereof to the other Lenders) and thereafter (A) except in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iiian event of the type described in clause (iii)(z) shall) either (x) if above, Borrower shall prepay in full the affected Eurodollar Loans of such Lender, together with accrued interest thereon (and, in the event all of such Lender’s Loans are being repaid, any other amounts which may be owing to such Lender hereunder (including, without limitation, any accrued and unpaid interest)), on either the last day of the then current Interest Period applicable to each such affected Loan is then being made pursuant (if such Lender may lawfully continue to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice maintain and fund such Loans) or immediately (confirmed promptly if such Lender may not lawfully continue to maintain and fund such Loans to such day) and (B) in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may beof an event of the type described in clause (iii)(z) above, was notified by a all outstanding Loans of such Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for from the purchase and sale of bankers’ acceptances, then, and in any date such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) is delivered to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available thereafter until such time as the Administrative Agent notifies the Borrower, the Canadian or such Lender shall notify Borrower and the Lenders that the circumstances giving rise to the operation of clause (iii)(z) above with respect to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances Lender no longer exist, bear interest at a rate equal to the Base Rate, as in effect from time to time. The Administrative Agent and each Lender (to the extent it continues to be a Lender hereunder) agree that if any of them gives notice to Borrower of any of the events described in clause (i), and (ii) or (iii) above, it shall promptly notify Borrower and, in the case of any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereaftersuch Lender, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loanif such event ceases to exist. (db) If, If any Lender in good faith determines that after the date hereof, Closing Date the adoption introduction of any applicable law, rule or regulation regarding capital adequacy, or any change therein, effectiveness of or any change in the interpretation any applicable law or administration thereof by any governmental authorityrule, the National Association of Insurance Commissionersregulation, central bank order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such change in interpretation or administration thereof by the NAIC or any governmental authority, association, central bank or comparable agency, has or would agency will have the effect of reducing increasing the amount of capital required or requested to be maintained by such Lender, or any corporation controlling such Lender, based on the existence of its obligations hereunder, then Borrower agrees, subject to the provisions of Section 13.15 (to the extent applicable), to pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s compliance withdetermination of compensation owing under this Section 1.09(b) shall, or pursuant absent manifest error, but subject to any request or directive the provisions of Section 13.15 (to comply withthe extent applicable), any such law, rule or regulation as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d1.09(b), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth show in reasonable detail the basis of the for and calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Adjusted LIBOR Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Adjusted LIBOR Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar LIBOR Loans (other than any such increase or reduction attributable to taxesTaxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar LIBOR Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar LIBOR market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar LIBOR Term Loans and Eurodollar LIBOR Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar LIBOR Term Loans or Eurodollar LIBOR Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar LIBOR Revolving Credit Loan and Eurodollar LIBOR Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (ed) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in It is understood that this Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect 2.10 shall not apply to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit LoansTaxes indemnifiable under Section 5.4, plus (ii) net income taxes and franchise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes included under clause (b) of the Applicable Eurodollar Margindefinition of Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar LIBOR Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such Eurodollar LIBOR Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar LIBOR market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar LIBOR Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar LIBOR Loans (other than any such increase or reduction attributable to taxesTaxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar LIBOR market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar LIBOR Loan has become unlawful by as a result of compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar LIBOR market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Parent Borrower (on its own behalf and on behalf of the Canadian Borrower) Borrowers and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Parent Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Parent Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit LIBOR Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Parent Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, Borrowers shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Parent Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause subclause (iii) above, the Borrower or the Canadian Borrower, as the case may be, Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Parent Borrower or on behalf of the Canadian Borrower, as the case may be, Borrowers may (and in the case of a Eurodollar LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar LIBOR Loan is then being made pursuant to a Borrowing, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Parent Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar LIBOR Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term LIBOR Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption any Change in Law relating to capital adequacy of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, Lender or compliance by a any Lender or its parent with any request or directive made or adopted Change in Law relating to capital adequacy occurring after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyhereof, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Parent Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (ed) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in It is understood that this Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect 2.10 shall not apply to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit LoansTaxes indemnifiable under Section 5.4, plus (ii) net income taxes and franchise and excise taxes (imposed in lieu of net income taxes) imposed on any Agent or Lender or (iii) Taxes included under clauses (c) and (d) of the Applicable Eurodollar Margindefinition of Excluded Taxes.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate LIBOR for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar RateLIBOR; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar LIBOR Loans (other than any such increase increased cost or reduction attributable to taxesin the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the date hereof Effective Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), ) (such as, for example, without limitationbut not limited to, a change in official reserve requirements, but in any event excluding reserves payable pursuant to Section 1.10(c)) and/or (y) other circumstances affecting such Lender or the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar LIBOR Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law but with which such Lender customarily complies even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that Effective Date which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, Agent in the case of clause (i) above) shall (x) on such date and (y) within a reasonable time thereafter ten Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term LIBOR Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of upon written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b1.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii1.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar LIBOR Loan affected pursuant to Section 2.10(a)(iii) 1.10(a)(iii), the Borrower shall) either (xi) if the affected Eurodollar LIBOR Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii1.10(a)(ii) or (iii) ), or (yii) if the affected Eurodollar LIBOR Loan is then outstanding, upon at least three Business Days’ ' notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term LIBOR Loan into an ABR Loan or Cdn ABR a Base Rate Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b1.10(b). (c) In the event that the Canadian Administrative Agent any Lender shall have reasonably determined determine (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all parties hereto) at any time that there does not exist a normal market by reason of Regulation D such Lender is required to maintain reserves in Canada for respect of LIBOR loans or liabilities during any period it has LIBOR Loan outstanding, then such Lender shall promptly notify the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if Borrower by telephone confirmed in writing) writing specifying the additional amounts required to indemnify such Lender against the Borrower, the Canadian Borrower and each cost of the other Lenders maintaining such reserves (such written notice to set forth in reasonable detail a computation of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower additional amounts) and the Lenders that the circumstances giving rise Borrower shall directly pay to such notice by Lender such specified amounts as additional interest at the Administrative Agent no longer exist (which notice the Administrative Agent agrees time that it is otherwise required to give at pay interest in respect of such time when such circumstances no longer exist)LIBOR Loan or, and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafterif later, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loanon demand. (d) If, If any Lender shall have determined that after the date hereofEffective Date, the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a such Lender or its parent any corporation controlling such Lender with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s 's or its parent’s or its Related Affiliate’s such corporation's capital or assets as a consequence of such Lender’s its commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate such other corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s 's or its parent’s such other corporation's policies with respect to capital adequacy), then from time to time, promptly within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent such other corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d1.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, 's obligations to pay additional amounts pursuant to this Section 2.10(d1.10(c) upon the subsequent receipt of such notice. (e) Notwithstanding anything in this Agreement to the foregoingcontrary, in to the case extent any notice required by Section 1.10, 2.06 or 4.04 is given by any Lender more than 180 days after such Lender obtained, or reasonably should have obtained, knowledge of Canadian Revolving Credit Loans affected by the circumstances occurrence of the event giving rise to the additional costs of the type described in such Section, such Lender shall not be entitled to compensation under Section 2.10(a)(i)1.10, as promptly as practicable but in no event later than three Business Days after 2.06 or 4.04 for any amounts incurred or accruing prior to the giving of the required such notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar MarginBorrower.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined in good faith (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i)(A) below, may be made only by the Administrative Agent, and with respect to clause (i)(B) below may be made only by the Administrative Agent, acting at its own discretion or at the direction of the Required Lenders): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the interbank Eurodollar market, (A) adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar RateRate or (B) the Eurodollar Rate with respect to any Loan does not adequately and fairly reflect the cost of Lenders of funding such Loan; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) Loan because of (x) any change since the date hereof Effective Date in any applicable law, law or governmental rule, regulation, order, guideline or order request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or order)request, such as, but not limited to: (A) a change in the basis of taxation of payment to any Lender of the principal of or interest on the Loans or the Notes or any other amounts payable hereunder (except for examplechanges in the rate of tax on, without limitationor determined by reference to, the net income or net profits of such Lender pursuant to the laws of the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein) or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances arising since the Effective Date affecting such Lender, the interbank Eurodollar market or the position of such Lender in such market; or market (iii) at any time, including that the making or continuance of any Eurodollar Rate with respect to such Loan has become unlawful by compliance by does not adequately and fairly reflect the cost to such Lender in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any of funding such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawfulLoan), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone promptly confirmed in writing) to the Borrower and, except in the case of clause (on its own behalf and on behalf of the Canadian Borroweri) and above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) aboveThereafter, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, affected Borrowing shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a such rate equal to the sum of (i) the rate certified by such Lender to be per annum determined in accordance with Section 2.08, except that, for each affected Lender, its costs cost of funds (from such sources as it may reasonably select out of those sources then available to determined by it) for such Canadian Revolving Credit Loans, plus (ii) shall be used in lieu of the Applicable Eurodollar MarginRate as a component of determining the applicable interest rate.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar LIBOR Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in Dollars in the Relevant Interbank Market for a period equivalent to the relevant market Interest Period or (y) by reason of any changes arising on or after the Closing Funding Date affecting the interbank Eurodollar marketRelevant Interbank Market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar RateLIBOR Rate (as the case may be); or (ii) at any time, that such Lender shall incur increased costs any increase in the cost to such Lender or reductions in the amounts received or receivable hereunder in connection with respect making or agreeing to any Eurodollar make, funding or maintaining, LIBOR Loans or its Commitment hereunder (other than any such increase or reduction attributable to taxesTaxes) because of (x) any change since the date hereof Change in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order)Law, such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market Relevant Interbank Market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar LIBOR Loan or its Commitment hereunder has become unlawful by compliance by such Lender in good faith with any lawLaw, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar marketRelevant Interbank Market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) Company and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit LIBOR Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) Company and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any the Notice of Borrowing or any Notice of Conversion given by the Borrower or the Canadian Borrower Continuation with respect to Eurodollar Term Loans or Eurodollar Revolving Credit LIBOR Loans that have not yet been incurred incurred, converted or continued (as applicable) shall be deemed rescinded by the Borrower or the Canadian Borrower Company (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, Company shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, Company by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by lawLaw. (b) At any time that any Eurodollar LIBOR Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, Borrowers may (and in the case of a Eurodollar LIBOR Loan affected pursuant to Section 2.10(a)(iii) shall) either (xi) if the affected Eurodollar LIBOR Loan is then being made has been requested pursuant to the Notice of Borrowing or a BorrowingNotice of Conversion or Continuation but has not been made, converted or continued (as applicable), cancel said Borrowing Borrowing, conversion or continuation (as applicable) by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, Company was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) ); or (yii) if the affected Eurodollar LIBOR Loan is then outstanding, outstanding (x) upon at least three Business Days’ notice to the Administrative AgentAgent (if such Lender may lawfully continue to maintain such LIBOR Loans to such day or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loans), require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term LIBOR Loan into an ABR Loan or Cdn ABR Loanif such conversion would overcome the illegality and each Loan so converted shall, (y) prepay the affected LIBOR Loans on the last day of the Interest Period applicable thereto, if applicablesuch Lender may lawfully continue to maintain such LIBOR Loan to such date, provided that or immediately, if such Lender may not lawfully continue to maintain such LIBOR Loan or cause any affected Lender to assign the affected LIBOR Loans to another Lender or to another bank or institution willing to accept such assignment (which assignment shall be subject to and in compliance with Section 13.7) to the extent any such affected Lender may lawfully continue to maintain the relevant LIBOR Loans until such time as such assignment becomes effective in accordance with the terms hereof. Upon any such conversion or prepayment, the Borrowers shall also pay accrued interest on the amount so converted or prepaid all amounts due, if any, in connection with such prepayment or conversion under Section 2.11. The Borrowers shall pay all reasonable costs and expenses incurred by any Lender in connection with any assignment pursuant to sub-clause (z). If more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable lawLaw, rule or regulation regarding capital adequacy, or any change thereinChange in Law, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, the National Association of Insurance Commissioners, any central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, Borrowers shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent or its Affiliates for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to compensation for such compensation as a result reduction except to the extent resulting from the adoption of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such lawapplicable Law, rule or regulation as regarding capital adequacy, or any Change in effect on Law, or any change in the interpretation or administration thereof by any Governmental Authority, the National Association of Insurance Commissioners, any central bank or comparable agency charged with the interpretation or administration thereof, after the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) Company which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, Borrowers’ obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (ed) Notwithstanding the foregoingIt is understood that this Section 2.10 shall not apply to Excluded Taxes or to any amounts that would be payable under Section 5.3 but for another provision of Section 5.3 or, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum extent duplicative of (i) the rate certified by such Lender Section 5.3, this Section 2.10 shall not apply to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar MarginTaxes.

Increased Costs, Illegality, etc. (a) In the event that any Bank (xincluding the Agent and the Fronting Bank) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, shall be final and conclusive and binding upon all parties hereto):but, with respect to the following clauses (i), (ii) and (iii), shall be made only after consultation with the applicable Borrower and the Agent on the date of such determination) that: (i) on any date for determining the Eurodollar Quoted Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Period, by reason of any changes arising on or change after the Closing Date date hereof affecting the interbank Eurodollar market or affecting the position of such Bank (if a Reference Bank), in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on by reference to the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because by reason of (xy) any change since after the date hereof in any applicable law, law or governmental rule, regulation, guideline regulation or order (or any interpretation thereof by a governmental authority or otherwise (provided that, in the case of an interpretation or administration thereof not by a governmental authority, such interpretation shall be made in good faith and shall have a reasonable basis) and including the introduction of any new law or governmental rule, regulation, guideline regulation or order), such asto the extent not provided for in clause (iii) below, for exampleor (z) in the case of Eurodollar Loans, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting such Bank or the interbank Eurodollar market or the position of such Lender Bank in such market, the Quoted Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Eurodollar Loan; or (iii) at any time, by reason of the requirements of Regulation D or other official reserve requirements, the Quoted Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Eurodollar Loan; or (iv) at any time, that the making or continuance of any Eurodollar Loan or the issuance of any Letter of Credit has become unlawful by compliance by such Lender Bank or by the Fronting Bank in good faith with any law, governmental rule, regulation, guideline or order (order, or would conflict with any cause severe hardship to such governmental rule, regulation, guideline Bank or order not having to the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable Fronting Bank as a result of a contingency occurring after the date hereof that which materially and adversely affects the interbank Eurodollar market; then, and in any such event, the Bank so affected shall on such Lender (or the Administrative Agent, in the case date of clause (i) above) shall within a reasonable time thereafter determination give notice (if by telephone, telephone confirmed in writing) to the each applicable Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent (who shall give similar notice to each Bank) of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders)determination. Thereafter Thereafter, (x) in the case of clause (i), (ii) or (iii) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the each applicable Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such LenderBank, promptly after receipt of upon written demand therefor therefor, such additional amounts deemed in good faith by such Bank to be material (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Bank in its reasonable discretion shall determine) as shall be required to compensate cause such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that Bank to receive interest with respect to its affected Eurodollar Loan at a written notice as rate per annum equal to the additional amounts owed then Applicable Eurodollar Margin in excess of the effective pricing to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted Bank to the Borrower make or the Canadian Borrower, as the case may be, by maintain such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) Eurodollar Loan and (zy) in the case of clause (iii) aboveiv), the each applicable Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b2.5(b) as promptly as possible and, in any event, within the time period required by law. A certificate as to additional amounts owed any such Bank, showing in reasonable detail the basis for the calculation thereof, submitted to each applicable Borrower and the Agent by such Bank shall, absent manifest error, be final, conclusive and binding upon all of the parties hereto. (b) At any time that any Eurodollar Loan is of its Loans are affected by the circumstances described in Section 2.10(a)(ii2.5(a) or (iii), the each applicable Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (xi) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice thereof by telephone (confirmed promptly in writing) thereof on the same date that the such Borrower or the Canadian Borrower, as the case may be, was notified by a Lender the affected Bank pursuant to Section 2.10(a)(ii2.5(a) or (iii) or (yii) if the affected Eurodollar Loan is then outstanding, upon at least three 3 Business Days’ ' written notice to the Administrative AgentBank, require the affected Lender Bank to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR a Base Rate Loan, if applicable, ; provided that if more than one Lender Bank is affected at any time, then all affected Lenders Banks must be treated in the same manner pursuant to this Section 2.10(b2.5(b). (c) In the event that a Borrower shall be paying additional amounts to a Bank pursuant to Section 2.5(a)(i), (ii) or (iii) or Section 2.5(d) (and, in the Canadian Administrative Agent shall have reasonably determined case of Section 2.5(d), such Bank has not eliminated the increased costs by designating a new Applicable Lending Office) or is unable to incur a Eurodollar Loan from such Bank because of the existence of a condition described in Section 2.5(a)(iv) (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such eventBank, an "Affected Bank") covering a period of 90 consecutive days, the Administrative Borrowers, the Agent and the Affected Bank shall within consult with a reasonable time thereafter give notice view towards (if but being under no obligation to) amending this Agreement, with the consent of the Banks other than the Affected Bank (the "Unaffected Banks") which, at such time, have outstanding two-thirds of the aggregate principal amount of the Loans outstanding hereunder (exclusive of the aggregate principal amount of the Loans outstanding of the Affected Bank), to provide for (i) the termination of the Affected Bank's Commitment, provided that such termination is accompanied by telephone confirmed payment in writing) full of the outstanding amount of all Loans of the Affected Bank, interest accrued on such amount to the Borrower, the Canadian Borrower date of payment and each all other liabilities and obligations of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the BorrowerBorrowers hereunder (including, the Canadian Borrower and the Lenders that the circumstances giving rise without limitation, amounts payable pursuant to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer existSection 1.8, Section 2.5(a) or Section 2.5(d), and any Notice of Borrowing or Notice of Continuation given by the Borrower ) with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafterAffected Bank, and until contrary notice is (ii) the substitution of another bank for the Affected Bank and/or the increase, pro rata or otherwise, of the Commitments of the Unaffected Banks or otherwise, so that the Total Commitment remains the amount which would be applicable in the absence of the occurrence of clause (i) of this Section 2.5(c); provided by that no Commitment of any Unaffected Bank may be changed without the Administrative Agent, be continued as a Canadian Prime Loanconsent of such Bank. (d) If, after the date hereof, the adoption of If any Bank reasonably determines at any time that any applicable lawlaw or governmental rule, rule regulation, order or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such change in interpretation or administration thereof by any governmental authority, association, central bank or comparable agency, has or would will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Bank based on the existence of such Lender’s Bank's Commitment hereunder or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy)under any Letter of Credit, then promptly upon receipt of a written demand from time to time, promptly after demand by such Lender (with a copy to Bank meeting the Administrative Agentrequirements of this Section 2.5(d), the Borrower or applicable Borrowers agree to pay such Bank such additional amounts as shall be required to compensate such Bank for the Canadian Borrower, as the case may be, shall pay increased cost to such Lender such additional amount Bank of making Loans to (or amounts as will compensate such Lender or its parent issuing Letters of Credit for such reductionthe account of) the Borrowers, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance withincrease in capital for the first Compensation Period (as defined below). After the initial written demand for payment in respect of this Section 2.5(d) is delivered to the applicable Borrowers by such Bank, or written demand for payment may be submitted for each Compensation Period thereafter that this Agreement remains in effect as to such Bank. Each such written demand shall (i) specify (a) the event pursuant to any request or directive which such Bank is entitled to comply withclaim the additional amount, any such law, rule or regulation as in effect on (b) the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof on which the event occurred and became applicable to the Borrower Bank and (on its own behalf c) the Compensation Period for which the amount is due and on behalf of the Canadian Borrower(ii) which notice shall set forth out in reasonable detail the basis of the calculation and computation of such additional amounts, although amount. Each period for which the failure additional amounts may be claimed by such Bank (a "Compensation Period") shall be the lesser of (x) the number of days actually elapsed since the date the event occurred and became applicable to give such Bank or (y) 90 days. Payments made by the applicable Borrowers to any such notice Bank in respect of this Section 2.5(d) shall not, subject to Section 2.13, release or diminish any be made on the last day of the Borrower’s or Compensation Period specified in each written demand with a final payment to be made on the Canadian Borrower’s, date of termination of this Agreement as the case may be, obligations to pay such Bank. Provided that each Bank acts reasonably and in good faith and uses averaging and attribution methods which are reasonable in determining any additional amounts pursuant to due under this Section 2.10(d2.5(d), such Bank's determination of compensation owing under this Section 2.5(d) upon receipt shall, absent manifest error, be final and conclusive and binding on all the parties hereto. No Bank shall be entitled to compensation under this Section 2.5(d) for any costs incurred with respect to any date unless it shall have notified the applicable Borrowers that it will demand compensation for such costs not more than 60 days after the later of (i) such date and (ii) the date on which it shall have become aware of such noticecosts. (e) Notwithstanding Each Bank agrees that, upon the foregoing, in occurrence of any event giving rise to the case operation of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent 2.5(d) with respect to such circumstancesBank, such Bank shall, if requested by the Administrative Agent (in consultation Borrowers, designate another Applicable Lending Office for any Loans affected by such event with the Lendersobjective of eliminating, avoiding or mitigating the consequence of the event giving rise to the operation of such section; provided that such Bank and its Applicable Lending Office shall not, in the sole judgment of such Bank, suffer any economic, legal or regulatory disadvantage. Nothing in this Section 2.5(e) shall negotiate with affect or postpone any of the obligations of a Borrower or the right of any Bank provided in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar MarginSection 2.5(d).

Increased Costs, Illegality, etc. (a) In the event that any Bank (xincluding the Agent and the Fronting Bank) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, shall be final and conclusive and binding upon all parties hereto):but, with respect to the following clauses (i), (ii) and (iii), shall be made only after consultation with the applicable Borrower and the Agent on the date of such determination) that: (i) on any date for determining the Eurodollar Quoted Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Period, by reason of any changes arising on or change after the Closing Date date hereof affecting the interbank Eurodollar market or affecting the position of such Bank (if a Reference Bank), in such market, adequate and fair means do not exist for ascertaining the applicable interest rate on by reference to the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because by reason of (xy) any change since after the date hereof in any applicable law, law or governmental rule, regulation, guideline regulation or order (or any interpretation thereof by a governmental authority or otherwise (provided that, in the case of an interpretation or administration thereof not by a governmental authority, such interpretation shall be made in good faith and shall have a reasonable basis) and including the introduction of any new law or governmental rule, regulation, guideline regulation or order), such asto the extent not provided for in clause (iii) below, for exampleor (z) in the case of Eurodollar Loans, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting such Bank or the interbank Eurodollar market or the position of such Lender Bank in such market, the Quoted Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Eurodollar Loan; or (iii) at any time, by reason of the requirements of Regulation D or other official reserve requirements, the Quoted Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Eurodollar Loan; or (iv) at any time, that the making or continuance of any Eurodollar Loan or the issuance of any Letter of Credit has become unlawful by compliance by such Lender Bank or by the Fronting Bank in good faith with any law, governmental rule, regulation, guideline or order (order, or would conflict with any cause severe hardship to such governmental rule, regulation, guideline Bank or order not having to the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable Fronting Bank as a result of a contingency occurring after the date hereof that which materially and adversely affects the interbank Eurodollar market; then, and in any such event, the Bank so affected shall on such Lender (or the Administrative Agent, in the case date of clause (i) above) shall within a reasonable time thereafter determination give notice (if by telephone, confirmed telephone con- firmed in writing) to the each applicable Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent (who shall give similar notice to each Bank) of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders)determination. Thereafter Thereafter, (x) in the case of clause (i), (ii) or (iii) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the each applicable Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such LenderBank, promptly after receipt of upon written demand therefor therefor, such additional amounts deemed in good faith by such Bank to be material (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Bank in its reasonable discretion shall determine) as shall be required to compensate cause such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that Bank to receive interest with respect to its affected Eurodollar Loan at a written notice as rate per annum equal to the additional amounts owed then Applicable Eurodollar Margin in excess of the effective pricing to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted Bank to the Borrower make or the Canadian Borrower, as the case may be, by maintain such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) Eurodollar Loan and (zy) in the case of clause (iii) aboveiv), the each applicable Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b2.5(b) as promptly as possible and, in any event, within the time period required by law. A certificate as to additional amounts owed any such Bank, showing in reasonable detail the basis for the calculation thereof, submitted to each applicable Borrower and the Agent by such Bank shall, absent manifest error, be final, conclusive and binding upon all of the parties hereto. (b) At any time that any Eurodollar Loan is of its Loans are affected by the circumstances described in Section 2.10(a)(ii2.5(a) or (iii), the each applicable Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (xi) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice thereof by telephone (confirmed promptly in writing) thereof on the same date that the such Borrower or the Canadian Borrower, as the case may be, was notified by a Lender the affected Bank pursuant to Section 2.10(a)(ii2.5(a) or (iii) or (yii) if the affected Eurodollar Loan is then outstanding, upon at least three 3 Business Days’ ' written notice to the Administrative AgentBank, require the affected Lender Bank to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR a Base Rate Loan, if applicable, ; provided that if more than one Lender Bank is affected at any time, then all affected Lenders Banks must be treated in the same manner pursuant to this Section 2.10(b2.5(b). (c) In the event that a Borrower shall be paying additional amounts to a Bank pursuant to Section 2.5(a)(i), (ii) or (iii) or Section 2.5(d) (and, in the Canadian Administrative Agent shall have reasonably determined case of Section 2.5(d), such Bank has not eliminated the increased costs by designating a new Applicable Lending Office) or is unable to incur a Eurodollar Loan from such Bank because of the existence of a condition described in Section 2.5(a)(iv) (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such eventBank, an "Affected Bank") covering a period of 90 consecutive days, the Administrative Borrowers, the Agent and the Affected Bank shall within consult with a reasonable time thereafter give notice view towards (if but being under no obligation to) amending this Agreement, with the consent of the Banks other than the Affected Bank (the "Unaffected Banks") which, at such time, have outstanding two-thirds of the aggregate principal amount of the Loans outstanding hereunder (exclusive of the aggregate principal amount of the Loans outstanding of the Affected Bank), to provide for (i) the termination of the Affected Bank's Commitment, provided that such termination is accompanied by telephone confirmed payment in writing) full of the outstanding amount of all Loans of the Affected Bank, interest accrued on such amount to the Borrower, the Canadian Borrower date of payment and each all other liabilities and obligations of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the BorrowerBorrowers hereunder (including, the Canadian Borrower and the Lenders that the circumstances giving rise without limitation, amounts payable pursuant to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer existSection 1.8, Section 2.5(a) or Section 2.5(d), and any Notice of Borrowing or Notice of Continuation given by the Borrower ) with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafterAffected Bank, and until contrary notice is (ii) the substitution of another bank for the Affected Bank and/or the increase, pro rata or otherwise, of the Commitments of the Unaffected Banks or otherwise, so that the Total Commitment remains the amount which would be applicable in the absence of the occurrence of clause (i) of this Section 2.5(c); provided by that no Commitment of any Unaffected Bank may be changed without the Administrative Agent, be continued as a Canadian Prime Loanconsent of such Bank. (d) If, after the date hereof, the adoption of If any Bank reasonably determines at any time that any applicable lawlaw or governmental rule, rule regulation, order or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such change in interpretation or administration thereof by any governmental authority, association, central bank or comparable agency, has or would will have the effect of reducing increasing the rate amount of return capital required or expected to be maintained by such Bank based on the existence of such Lender’s Bank's Commitment hereunder or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy)under any Letter of Credit, then promptly upon receipt of a written demand from time to time, promptly after demand by such Lender (with a copy to Bank meeting the Administrative Agentrequirements of this Section 2.5(d), the Borrower or applicable Borrowers agree to pay such Bank such additional amounts as shall be required to compensate such Bank for the Canadian Borrower, as the case may be, shall pay increased cost to such Lender such additional amount Bank of making Loans to (or amounts as will compensate such Lender or its parent issuing Letters of Credit for such reductionthe account of) the Borrowers, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance withincrease in capital for the first Compensation Period (as defined below). After the initial written demand for payment in respect of this Section 2.5(d) is delivered to the applicable Borrowers by such Bank, or written demand for payment may be submitted for each Compensation Period thereafter that this Agreement remains in effect as to such Bank. Each such written demand shall (i) specify (a) the event pursuant to any request or directive which such Bank is entitled to comply withclaim the additional amount, any such law, rule or regulation as in effect on (b) the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof on which the event occurred and became applicable to the Borrower Bank and (on its own behalf c) the Compensation Period for which the amount is due and on behalf of the Canadian Borrower(ii) which notice shall set forth out in reasonable detail the basis of the calculation and computation of such additional amounts, although amount. Each period for which the failure additional amounts may be claimed by such Bank (a "Compensation Period") shall be the lesser of (x) the number of days actually elapsed since the date the event occurred and became applicable to give such Bank or (y) 90 days. Payments made by the applicable Borrowers to any such notice Bank in respect of this Section 2.5(d) shall not, subject to Section 2.13, release or diminish any be made on the last day of the Borrower’s or Compensation Period specified in each written demand with a final payment to be made on the Canadian Borrower’s, date of termination of this Agreement as the case may be, obligations to pay such Bank. Provided that each Bank acts reasonably and in good faith and uses averaging and attribution methods which are reasonable in determining any additional amounts pursuant to due under this Section 2.10(d2.5(d), such Bank's determination of compensation owing under this Section 2.5(d) upon receipt shall, absent manifest error, be final and conclusive and binding on all the parties hereto. No Bank shall be entitled to compensation under this Section 2.5(d) for any costs incurred with respect to any date unless it shall have notified the applicable Borrowers that it will demand compensation for such costs not more than 60 days after the later of (i) such date and (ii) the date on which it shall have become aware of such noticecosts. (e) Notwithstanding Each Bank agrees that, upon the foregoing, in occurrence of any event giving rise to the case operation of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent 2.5(d) with respect to such circumstancesBank, such Bank shall, if requested by the Administrative Agent (in consultation Borrowers, designate another Applicable Lending Office for any Loans affected by such event with the Lendersobjective of eliminating, avoiding or mitigating the consequence of the event giving rise to the operation of such section; provided that such Bank and its Applicable Lending Office shall not, in the sole judgment of such Bank, suffer any economic, legal or regulatory disadvantage. Nothing in this Section 2.5(e) shall negotiate with affect or postpone any of the obligations of a Borrower or the right of any Bank provided in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar MarginSection 2.5(d).

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (ii)(A) or (i)(C) below, the Administrative Agent Majority Lenders, (y) in the case of clause (i)(B) below or (yz) in the case of clauses (ii) and (iii) below, any Lender Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on at any date for determining time after the Eurodollar Rate for giving of a Notice of Borrowing with regard to any Interest Period requested Loan that (xA) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable rate of interest rate on the basis provided for with respect to, or deposits are not available in sufficient amounts in the definition ordinary course of Eurodollar Ratebusiness at the rate determined hereunder to fund, the requested Loan during the ensuing Interest Period requested, (B) the making or continuing of the requested Loan has been made impractical (in the reasonable opinion of the Administrative Agent) by the occurrence of an event (or series of events), or (C) the SOFR Rate will not or does not represent the effective cost to such Lender of U.S. Dollar deposits in such market for the Interest Period; or (ii) that, due to a Change in Law occurring at any timetime after the Closing Date, that which Change in Law shall (A) impose, modify or deem applicable any reserve, special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender, (B) subject any Lender to any Tax (other than (i) Taxes indemnifiable under Section 5.4, or (ii) Excluded Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto, or (C) impose on any Lender or the London interbank market any other condition, cost or expense (other than Taxes) affecting this Agreement or Loans made by such Lender, which results in the cost to such Lender shall incur increased costs of making, converting into, continuing or reductions maintaining Loans or participating in Letters of Credit (in each case hereunder) increasing by an amount which such Lender reasonably deems material or the amounts received or receivable by such Lender hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such marketforegoing shall be reduced; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by as a result of compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order Requirement of Law (or would conflict with any such governmental rule, regulation, guideline or order Requirement of Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender Lenders (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly (but no later than fifteen days) after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by lawapplicable Requirements of Law. The agreements in this Section 2.10(a) shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii2.10(a)(iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) ), if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b2.10(a)(iii). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereofClosing Date, the adoption any Change in Law relating to capital adequacy or liquidity requirements of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, Lender or compliance by a any Lender or its parent with any request Change in Law relating to capital adequacy or directive made or adopted liquidity requirements occurring after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyClosing Date, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity requirements), then from time to time, promptly (but in any event no later than fifteen days) after written demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation applicable Requirement of Law as in effect on the date hereofClosing Date. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that [Reserved]. (xb) If any Change in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination Law shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto):: (i) on impose, modify or deem applicable any date reserve, special deposit, liquidity or similar requirement (including any compulsory loan requirement, insurance charge or other assessment) against assets of, deposits with or for determining the Eurodollar Rate for account of, or credit extended by, any Interest Period that Lender (x) deposits except any such reserve requirement reflected in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Adjusted LIBO Rate; or); (ii) at impose on any timeLender or the London interbank market any other condition, that such Lender shall incur increased costs cost or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans expense (other than any Taxes) affecting this Agreement or Loans made by such increase or reduction attributable to taxes) because of (x) any change since the date hereof in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such marketLender; or (iii) at subject any timeLender or the Administrative Agent to any Taxes (other than (A) Indemnified Taxes, that (B) Excluded Taxes or (C) Other Taxes) with respect to its loans, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto; and the making or continuance result of any Eurodollar of the foregoing shall be to increase the cost to such Lender or the Administrative Agent of making, continuing, converting or maintaining any Term Loan has become unlawful by compliance (or of maintaining its obligation to make any such Term Loan) or to reduce the amount of any sum received or receivable by such Lender in good faith with any lawor the Administrative Agent hereunder (whether of principal, governmental rule, regulation, guideline interest or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawfulotherwise), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; then, and in any such event, then Borrower will pay to such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amount or amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to will compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian BorrowerAdministrative Agent, as the case may be, by for such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower additional costs incurred or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b)reduction suffered. (c) In the event If any Lender determines that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market any Change in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Term Loans made by such Lender’s commitments or obligations hereunder , to a level below that which such Lender or its parent or its Related Affiliate such Lender’s holding company could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parentpolicies and the policies of such Lender’s policies holding company with respect to capital adequacyadequacy and liquidity), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the time Borrower or the Canadian Borrower, as the case may be, shall will pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance withholding company for any such reduction suffered. (d) If any Lender determines that any Change in Law has made it unlawful, or pursuant that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund LIBO Rate Term Loans, or to determine or charge interest rates based upon the LIBO Rate or any request Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or directive sell, or to comply withtake deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower through the Administrative Agent, any obligation of such lawLender to make or continue LIBO Rate Term Loans or to convert Base Rate Term Loans to LIBO Rate Term Loans shall be suspended until such Lender notifies the Administrative Agent and Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, rule or regulation as in effect Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all LIBO Rate Term Loans of such Lender to Base Rate Term Loans, either on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf last day of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of Interest Period therefor, if such additional amountsLender may lawfully continue to maintain such LIBO Rate Term Loans to such day, although the failure or immediately, if such Lender may not lawfully continue to give maintain such LIBO Rate Term Loans. Upon any such notice prepayment or conversion, Borrower shall not, subject to Section 2.13, release also pay accrued interest on the amount so prepaid or diminish any converted. (e) A certificate of the Borrower’s a Lender or the Canadian Borrower’sAdministrative Agent setting forth the amount or amounts necessary to compensate such Lender or the Administrative Agent or its holding company, as the case may be, obligations as specified in clause (b) or (c) of this Section, and certifying that it is the general practice and policy of such Lender to demand such compensation from similarly situated borrowers in similar circumstances at such time to the extent it is legally permitted to do so, shall be delivered to Borrower and shall be conclusive absent manifest error. Borrower shall pay additional amounts such Lender or the Administrative Agent, as the case may be, the amount shown as due on any such certificate within 10 Business Days after receipt thereof. (f) Failure or delay on the part of any Lender or the Administrative Agent to demand compensation pursuant to this Section 2.10(d) upon receipt shall not constitute a waiver of such notice. (e) Notwithstanding Lender’s or the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the Administrative Agent’s right to demand such compensation; provided that Borrower shall not be required notice by the Canadian Administrative Agent with respect to such circumstances, compensate a Lender or the Administrative Agent (pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or the Administrative Agent, as the case may be, notifies Borrower of the Change in consultation with the Lenders) shall negotiate with the Borrower in good faith in order Law giving rise to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining such increased costs or reductions and of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans or the Administrative Agent’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall thereafter bear interest at a rate equal be extended to include the sum period of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginretroactive effect thereof.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such any Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because of (x) any change since the date hereof Closing Date in any applicable law, governmental rule, regulation, guideline or order Applicable Law (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or orderApplicable Law), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, guideline or order Applicable Law (or would conflict with any such governmental rule, regulation, guideline or order Applicable Law not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion or Continuation given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by lawApplicable Law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or iii)or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, ; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation Applicable Law regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authorityGovernmental Authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation Applicable Law as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrowerbehalf) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon receipt of such notice. (d) This Section 2.10 shall not apply to taxes to the extent duplicative of Section 5.4. (e) Notwithstanding The agreements in this Section 2.10 shall survive the foregoing, in termination of this Agreement and the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving payment of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower Loans and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginother amounts payable hereunder.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender Bank shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Period, that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender the Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) Loan because of (x) any change since the date hereof of this Agreement in any applicable law, governmental rule, regulation, guideline guideline, or order (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline guideline, order or order), request (such as, for example, without limitationbut not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate) and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such marketmarkets generally; or (iii) at any timetime since the date of this Agreement, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender the Bank in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law but with which the Bank and similarly-situated banks customarily comply even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, the Bank shall (x) on such Lender date and (or y) within 10 Business Days of the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders)determination. Thereafter Thereafter, (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent Bank notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances Bank no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower borrower, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall agrees to pay to such Lenderthe Bank, promptly after receipt of upon written demand therefor (accompanied by the written notice referred to below), such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender the Bank for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lenderthe Bank, showing in reasonable detail the basis for the calculation thereofthereof (and in the case of any notice given as a result of a change with any law, governmental rule, regulation, guideline or order, a description of the relevant provisions of such law, rule, regulation, guideline or order and, as requested by the Borrower, a memorandum or an opinion of counsel (the reasonable fees and expenses of which shall be born by the Borrower) of recognized standing as to the effect of such change on the Bank), submitted to the Borrower or by the Canadian Borrower, as the case may be, by such Lender Bank shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b1.09(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii1.09(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii1.09(a)(iii) the Borrower shall) either (xi) if the affected Eurodollar Loan is then being made pursuant to a pending Notice of Borrowing, cancel said such Notice of Borrowing by giving the Administrative Agent Bank telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender the Bank pursuant to Section 2.10(a)(ii1.09(a)(ii) or (iii)) or (yii) if the affected Eurodollar Loan is then outstanding, convert such loan together with interest accrued thereon and any other amounts due thereunder to a Prime Rate Loan. The Bank, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided determining in good faith that if more than one Lender is affected at any time, then all affected Lenders must additional amounts will be treated in the same manner payable pursuant to this Section 2.10(b1.09(b), will give prompt written notice thereof to the Borrower, which notice shall set forth the basis of the calculation of such additional amounts, although the failure to give any such notice shall not release or diminish the Borrower's obligations to pay additional amounts pursuant to this Section 1.09(b) upon the subsequent receipt of such notice. (c) In If the event that the Canadian Administrative Agent Bank shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption or effectiveness of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent the Bank with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s the Bank's capital or assets as a consequence of such Lender’s its commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate the Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s the Bank's policies with respect to capital adequacy), then from time to time, promptly after upon written demand by such Lender the Bank, accompanied by the notice referred to in the last sentence of this clause (with a copy to the Administrative Agentc), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender the Bank such additional amount or amounts as will compensate such Lender or its parent the Bank for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each LenderThe Bank, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d1.09(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, 's obligations to pay additional amounts pursuant to this Section 2.10(d1.09(c) upon the subsequent receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that (x) in --------------------------------- the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender Bank shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits or in respect of any Spread Borrowing priced by reference to the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Rate that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the London interbank Eurodollar market, adequate and fair means do not exist for ascertaining generally the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender Bank shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans or Competitive Bid Loans (other than any such increase increased cost or reduction attributable to taxesin the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the date hereof of this Agreement (or, in the case of any such cost or reduction with respect to any Competitive Bid Loan, since the making of such Competitive Bid Loan) in any applicable law, governmental govern mental rule, regulation, guideline guideline, order or order request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction intro duction of any new law or governmental rule, regulation, guideline guideline, order or order), request (such as, for example, without limitationbut not limited to, a change in official reserve requirements, but, in all events, excluding reserves referred to in Section 1.11(d)) and/or (y) other circumstances adversely affecting the London interbank Eurodollar market or the position of such Lender Bank in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan or Competitive Bid Loan has become unlawful by compliance by such Lender Bank in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law but with which such Bank customarily complies even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and of this Agreement which adversely affects the London interbank Eurodollar market; then, and in any such event, such Lender Bank (or the Administrative Agent, Agent in the case of clause (i) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone confirmed in writing) to the Borrower and (on its own behalf and on behalf except in the case of the Canadian Borrowerclause (i)) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other LendersBanks). Thereafter There after (x) in the case of clause (i) above, Eurodollar Term Loans and (or Competitive Bid Loans constituting a Spread Borrowing priced by reference to the Eurodollar Revolving Credit Loans Rate) shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders Banks that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing, Notice of Competitive Bid Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that any affected Competitive Bid Loans, as the case may be, which have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower such Borrower, (y) in the case of clause (ii) above, the Borrower or shall, subject to the Canadian Borrowerprovisions of Section 1.15 (to the extent applicable), as the case may be, shall pay to such LenderBank, promptly after receipt of upon written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender Bank in its reasonable discretion shall determine) as shall be required to compensate such Lender Bank for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b1.11(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii1.11(a)(ii) or (iiiany Eurodollar Loan or Competitive Bid Loan is affected by the circumstances described in Section 1.11(a)(iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan or Competitive Bid Loan affected pursuant to Section 2.10(a)(iii) 1.11(a)(iii), shall) either (xi) if the affected Eurodollar Loan or Competitive Bid Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender Bank pursuant to Section 2.10(a)(ii1.11(a)(ii) or (iii) or ), (yii) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ ' notice to the Administrative Agent, require the affected Lender Bank to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR a Base Rate Loan (which conversion, in the case of the circumstances described in Section 1.11(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan (or Cdn ABR Loansuch earlier date as shall be required by applicable law)) or (iii) subject to the provisions of Section 4.02(B)(b), if applicablethe affected Competitive Bid Loan is then outstanding, prepay such Competitive Bid Loan in full (which prepayment may be made with the proceeds of Revolving Loans); provided that if more than one Lender Bank is affected at -------- any time, then all affected Lenders Banks must be treated in the same manner pursuant to this Section 2.10(b1.11(b). (c) In the event If any Bank determines at any time that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing adoption or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, effectiveness after the date hereof, the adoption Restatement Effective Date of any applicable law, rule or regulation regarding capital adequacy, or any change thereintherein after the Restatement Effective Date, or any change after the Restatement Effective Date in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or actual compliance by a Lender or its parent such Bank with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of increasing the costs to such Bank to a level above that, or reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s Bank's capital or assets as a consequence of such Lender’s its commitments or obligations hereunder to a level below that that, which such Lender or its parent or its Related Affiliate Bank could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s Bank's policies with respect to capital adequacy), then from time to time, promptly after upon written demand by such Lender Bank (with a copy to the Administrative Agent), the Borrower or shall, subject to the Canadian Borrowerprovisions of Section 1.15 (to the extent applicable), as the case may be, shall pay to such Lender Bank such additional amount or amounts as will compensate such Lender or its parent Bank for such increased costs or reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each LenderBank, upon determining in good faith that any additional addi tional amounts will be payable pursuant to this Section 2.10(d1.11(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, 's obligations to pay additional amounts pursuant to this Section 2.10(d1.11(c) upon receipt of such notice. (ed) Notwithstanding In the foregoingevent that any Bank shall determine (which determination shall, absent manifest error, be final and conclusive and binding on all parties hereto) at any time that by reason of Regulation D such Bank is required to maintain reserves in respect of Eurocurrency loans or liabilities during any period that it has a Eurodollar Loan or a Competitive Bid Loan priced by reference to the case of Canadian Revolving Credit Loans affected by Eurodollar Rate outstanding, then such Bank shall promptly notify the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, Borrower and the Administrative Agent by written notice (or telephonic notice promptly confirmed in consultation with writing) specifying the Lendersadditional amounts required to indemnify such Bank against the cost of maintaining such reserves (such written notice to provide a computation of such additional amounts) shall negotiate with and the Borrower in good faith in order shall, subject to ascertain whether a substitute interest rate the provisions of Section 1.15 (a “Substitute Rate”) may be agreed upon for to the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lendersextent applicable), directly pay to such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within Bank such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear specified amounts as additional interest at a rate equal the time that it is otherwise required to the sum pay interest in respect of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit LoansEurodollar Loan or Competitive Bid Loan or, plus (ii) the Applicable Eurodollar Marginif later, on demand.

Increased Costs, Illegality, etc. (a) In the event that any --------------------------------- Bank (xincluding the Agent and the Fronting Bank) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, shall be final and conclusive and binding upon all parties hereto):but, with respect to the following clauses (i), (ii) and (iii), shall be made only after consultation with the applicable Borrower and the Agent on the date of such determination) that: (i) on any date for determining the Eurodollar Quoted Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Period, by reason of any changes arising on or change after the Closing Date date hereof affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on by reference to the basis provided for in the definition of Eurodollar Quoted Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) because by reason of (xy) any change since after the date hereof in any applicable law, law or governmental rule, regulation, guideline regulation or order (or any interpretation thereof by a governmental authority or otherwise (provided -------- that, in the case of an interpretation or administration thereof not by a governmental authority, such interpretation shall be made in good faith and shall have a reasonable basis) and including the introduction of any new law or governmental rule, regulation, guideline regulation or order), such asto the extent not provided for in clause (iii) below, for exampleor (z) in the case of Eurodollar Loans, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting such Bank or the interbank Eurodollar market or the position of such Lender Bank in such market, the Quoted Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Eurodollar Loan; or (iii) at any time, by reason of the requirements of Regulation D or other official reserve requirements, the Quoted Rate shall not represent the effective pricing to such Bank for funding or maintaining the affected Eurodollar Loan; or (iv) at any time, that the making or continuance of any Eurodollar Loan or the issuance of any Letter of Credit has become unlawful by compliance by such Lender Bank or by the Fronting Bank in good faith with any law, governmental rule, regulation, guideline or order (order, or would conflict with any cause severe hardship to such governmental rule, regulation, guideline Bank or order not having to the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable Fronting Bank as a result of a contingency occurring after the date hereof that which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender ; (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(bb) as promptly as possible and, in any event, within the time period required by law. (b) At . A certificate as to additional amounts owed any time that any Eurodollar Loan is affected such Bank, showing in reasonable detail the basis for the calculation thereof, submitted to each applicable Borrower and the Agent by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination Bank shall, absent clearly demonstrable manifest error, be final and final, conclusive and binding upon all of the parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender Lender, shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clause (i) below, may be made only by the Administrative Agent): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) Loan because of (x) any change since the date hereof of this Agreement in any applicable law, law or governmental rule, regulation, order, guideline or order request (whether or not having the force of law) or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, order, guideline or order)request, such as, for example, but not limited to: (A) a change in the basis of taxation of payments to any Lender of the principal of or interest on such Eurodollar Loan or any other amounts payable hereunder (except for changes in respect of taxes based on the overall net income of such Lender or of such applicable lending office, or any franchise tax based on the net income or profits of such Lender, imposed by the jurisdiction in which it is organized or in which its principal office or applicable lending office is located or any subdivision thereof or therein), but without limitationduplication of any amounts payable in respect of Taxes pursuant to Section 4.04(a), or (B) a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D to the extent included in the computation of the Eurodollar Rate and/or (y) other circumstances since the date of this Agreement affecting such Lender or the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become been made (x) unlawful by any law or governmental rule, regulation or order, (y) impossible by compliance by such any Lender in good faith with any law, governmental rule, regulation, guideline request (whether or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), law) or has become (z) impracticable as a result of a contingency occurring after the date hereof that of this Agreement which materially and adversely affects the interbank Eurodollar market; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone confirmed in writing) to the Borrower and, except in the case of clause (on its own behalf and on behalf of the Canadian Borroweri) and above, to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower or the Canadian Borrower Borrower, (y) in the case of clause (ii) above, the Borrower or shall, subject to the Canadian Borrower, as provisions of Section 13.15 (to the case may be, shall extent applicable) pay to such Lender, promptly after receipt of upon written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable sole discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for and the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender in good faith shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) constitute prima facie evidence of such amounts due and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b1.10(b) as promptly as possible and, in any event, within the time period required by law. Each of the Administrative Agent and each Lender agrees that if it gives notice to the Borrower of any of the events described in clause (i) or (iii) above, it shall promptly notify the Borrower and, in the case of any such Lender, the Administrative Agent, if such event ceases to exist. If any such event described in clause (iii) above ceases to exist as to a Lender, the obligations of such Lender to make Eurodollar Loans and to convert Base Rate Loans into Eurodollar Loans on the terms and conditions contained herein shall be reinstated. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii1.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to by the circumstances described in Section 2.10(a)(iii1.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made initially or pursuant to a Borrowingconversion, cancel said the respective Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii1.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three one Business Days’ Day's written notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR a Base Rate Loan, if applicableprovided that, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b1.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in If at any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, of this Agreement any Lender determines that the adoption introduction of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation any applicable law or administration thereof by any governmental authorityrule, the National Association of Insurance Commissionersregulation, central bank order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such change in interpretation or administration thereof by any governmental authority, association, central bank or comparable agency, has in each case introduced or would changed after the date hereof, will have the effect of reducing increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender's Commitments hereunder or its obligations hereunder, then the Borrower shall, subject to the provisions of Section 13.15 (to the extent applicable), pay to such Lender, upon its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable, provided that such Lender’s compliance with's determination of compensation owing under this Section 1.10(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such law, rule or regulation as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d1.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth show in reasonable detail the basis of the for and calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or and (y) in the case of clauses (ii) and (iii) below, any Lender the Required Term Loan Lenders (with respect to Term Loans) or the Required Revolving Credit Lenders (with respect to Revolving Credit Commitments) shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts and currencies of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) by reason of any changes arising on or after the Closing Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender Lenders shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (including any increased costs or reductions attributable to Taxes, other than any such increase or reduction attributable to taxes(A) Indemnified Taxes, (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes or (C) Connection Income Taxes) because of (x) any change since the date hereof Change in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), such as, for example, without limitation, a change in official reserve requirements, and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such marketLaw; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender Lenders in good faith with any law, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof Closing Date that materially and adversely affects the interbank Eurodollar market; (such Loans, “Impacted Loans”), then, and in any such event, such Lender Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable (or the Administrative Agent, in the case of clause (i) above) shall within a reasonable time thereafter give notice (if by telephone, confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Conversion/Continuation Notice of Continuation given by the Borrower with respect to BA Eurodollar Loans that have not yet been incurred shall be deemed rescinded by Borrower, (y) in the Borrower. Any maturing BA Loans case of clause (ii) above, Borrower shall thereafterpay to such Lenders, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Required Term Loan Lenders or Required Revolving Credit Lenders, as applicable, in their reasonable discretion shall determine) as shall be required to compensate such Lenders for such actual increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lenders, showing in reasonable detail the basis for the calculation thereof, submitted to Borrower by such Lenders shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto), and until contrary notice is provided (z) in the case of subclause (iii) above, Borrower shall take one of the actions specified in subclause (x) or (y), as applicable, of Section 2.10(b) promptly and, in any event, within the time period required by law. Notwithstanding the foregoing, if the Administrative Agent has made the determination described in Section 2.10(a)(i)(x), the Administrative Agent, be continued as a Canadian Prime Loanin consultation with Borrower and the affected Lenders, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (1) the Administrative Agent revokes the notice delivered with respect to the Impacted Loans under clause (x) of the first sentence of the immediately preceding paragraph, (2) the Administrative Agent or the affected Lenders notify the Administrative Agent and Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (3) any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing and provides the Administrative Agent and Borrower written notice thereof. (db) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), Borrower may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if a Notice of Borrowing or Conversion/Continuation Notice with respect to the affected Eurodollar Loan has been submitted pursuant to Section 2.3 but the affected Eurodollar Loan has not been funded or continued, cancel such requested Borrowing by giving the Administrative Agent written notice thereof on the same date that Borrower was notified by Lenders pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Loan into an ABR Loan; provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) If, after the date hereofClosing Date, the adoption any Change in Law relating to capital adequacy or liquidity of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, Lender or compliance by a any Lender or its parent with any request Change in Law relating to capital adequacy or directive made or adopted liquidity occurring after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agencyClosing Date, has or would have the effect of reducing the actual rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance Change in Law (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacyadequacy or liquidity), then from time to time, promptly after written demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such actual additional amount or amounts as will compensate such Lender or its parent for such actual reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereofClosing Date or to the extent such Lender is not imposing such charges on, or requesting such compensation from, borrowers (similarly situated to Borrower hereunder) under comparable syndicated credit facilities similar to the credit facilities provided pursuant to this Agreement. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon promptly following receipt of such notice. The agreements in this Section 2.10(c) and with respect to Borrower’s payment obligations arising from Section 2.10(a)(ii) shall, subject to Section 2.13, survive the termination of this Agreement and the Commitments and the payment of the Loans and all other amounts payable hereunder. (ed) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in It is understood that this Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect 2.10 shall not apply to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus Taxes indemnifiable under Section 5.4 or (ii) the Applicable Eurodollar Margin.)

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender Lender, shall have reasonably determined on a reasonable basis (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Eurocurrency Rate for Eurocurrency Loans denominated in Dollars or in Alternative Currency for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) that, by reason of any changes arising on or after the Closing Effective Date affecting the interbank Eurodollar Eurocurrency market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Eurocurrency Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder in an amount which such Lender deems material with respect to any Eurodollar Eurocurrency Loans (other than any such increase increased cost or reduction attributable to taxesin the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the date hereof Effective Date in any applicable law, governmental rule, regulation, guideline guideline, order or order request (whether or not having the force of law), or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline guideline, order or order), request (such as, for example, without limitationbut not limited to, a change in official reserve requirements, but, in all events, excluding reserves includable in the Eurocurrency Rate pursuant to the definition thereof) and/or (y) other circumstances adversely affecting the interbank Eurodollar Eurocurrency market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Eurocurrency Loan denominated in Dollars or in Alternative Currency has become unlawful by compliance by such Lender in good faith with any change since the Effective Date in any law, governmental rule, regulation, guideline or order (order, or the interpretation or application thereof, or would conflict with any such governmental rule, regulation, guideline or order thereof not having the force of law even though the failure to comply therewith would not be unlawful), but with which such Lender customarily complies or has become impracticable as a result of a contingency occurring after the date hereof that Effective Date which materially and adversely affects the interbank Eurodollar Eurocurrency market; thenTHEN, and in any such event, such Lender (or the Administrative Agent, Agent in the case of clause (i) above) shall (x) on or promptly following such date or time and (y) within a reasonable time thereafter 10 Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other applicable Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Eurocurrency Loans shall no longer be available in the applicable currency until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the applicable Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing Borrowing, Notice of Conversion or Notice of Conversion Continuation given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Eurocurrency Loans denominated in Dollars or Eurodollar Revolving Credit Loans that in Alternative Currency which have not yet been incurred incurred, Converted or Continued shall be deemed rescinded by or, in the Borrower or case of a Notice of Borrowing, shall, at the Canadian Borrower option of the Borrower, be deemed converted into a Notice of Borrowing for Prime Rate Loans to be made on the date of Borrowing contained in such Notice of Borrowing, (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of upon written demand therefor therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender Lender, for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, which basis must be reasonable, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(bsection 2.9(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Eurocurrency Loan denominated in Dollars or in Alternative Currency is affected by the circumstances described in Section 2.10(a)(iisection 2.9(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Eurocurrency Loan affected pursuant to Section 2.10(a)(iii) section 2.9(a)(iii), shall) either (xi) if the affected Eurodollar Eurocurrency Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(iisection 2.9(a)(ii) or (iii) ), cancel said Borrowing, convert the related Notice of Borrowing into one requesting a Borrowing of Prime Rate Loans or require the affected Lender to make its requested Revolving Loan as a Prime Rate Loan, or (yii) if the affected Eurodollar Eurocurrency Loan is then outstanding, upon at least three one Business Days’ Day's notice to the Administrative Agent, require the affected Lender to convert Convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Eurocurrency Loan into an ABR a Prime Rate Loan or Cdn ABR Loandenominated in Dollars, if applicable, provided PROVIDED that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(bsection 2.9(b). (c) In the event that the Canadian Administrative Agent If any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereofEffective Date, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged by law with the interpretation or administration thereof, or compliance by a such Lender or its parent corporation with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, associationcentral bank, central bank or comparable agency, in each case made subsequent to the Effective Date, has or would have the effect of reducing by an amount reasonably deemed by such Lender to be material the rate of return on such Lender’s 's or its parent’s or its Related Affiliate’s parent corporation's capital or assets as a consequence of such Lender’s 's commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate corporation could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s 's or its parent’s parent corporation's policies with respect to capital adequacy), then from time to time, promptly within 15 days after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent corporation for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(dsection 2.9(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) , which notice shall set forth forth, in reasonable detail detail, the basis of the calculation of such additional amounts, which basis must be reasonable, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, 's obligations to pay additional amounts pursuant to this Section 2.10(dsection 2.9(c) upon the subsequent receipt of such notice. (ed) Notwithstanding anything in this Agreement to the foregoingcontrary, in the case (i) no Lender shall be entitled to compensation or payment or reimbursement of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i)other amounts under section 2.9, as promptly as practicable but in no event later 3.5 or 5.4 for any amounts incurred or accruing more than three Business Days after 270 days prior to the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower of additional costs or other amounts of the nature described in good faith such sections, and (ii) no Lender shall demand compensation for any reduction referred to in order to ascertain whether a substitute interest rate (a “Substitute Rate”section 2.9(c) may or payment or reimbursement of other amounts under section 3.5 or 5.4 if it shall not at the time be agreed upon for the maintaining general policy or practice of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs demand such compensation, payment or reimbursement in similar circumstances under comparable provisions of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Marginother credit agreements.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties heretohereto but, with respect to clauses (i) and (iv) below, may be made only by the Administrative Agent): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) Determination Date that, by reason of any changes arising on or after the Closing Date date of this Agreement affecting the applicable interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of the Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder (and deemed by such Lender to be material) with respect to any Eurodollar Loans (other than any such increase or reduction attributable to taxes) Loan because of (x) any change since the date hereof Closing Date in any applicable law, law or governmental rule, regulation, order, guideline or order request (whether or not having the force of law) or any change since the Closing Date in the interpretation or administration thereof and including the introduction after the Closing Date of any new law or governmental rule, regulation, order, guideline or orderrequest (other than with respect to any Tax, which shall be governed solely by Section 5.04), such as, for example, without limitationbut not limited to, a change in official reserve requirements, but, in all events, excluding reserves required under Regulation D of the Board to the extent included in the computation of the Eurodollar Rate, and/or (y) other circumstances arising since the Closing Date affecting such Lender, the interbank Eurodollar eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become been made unlawful by compliance any law or governmental rule, regulation or order adopted or changed after the Closing Date; or (iv) at any time, that there is no market for Bankers’ Acceptances by such Lender reason of circumstances affecting the Canadian money market generally or that Canadian Dollars are not available in sufficient amounts, in either case as determined in good faith with any lawby the Administrative Agent, governmental rule, regulation, guideline or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring after the date hereof that materially and adversely affects the interbank Eurodollar marketacting reasonably; then, and in any such event, such Lender (or the Administrative Agent, in the case of clause clauses (i) and (iv) above) shall within a reasonable time thereafter promptly give notice (if by telephone, telephone promptly confirmed in writing) to the Borrower affected Borrowers and, except in the case of clauses (on its own behalf and on behalf of the Canadian Borroweri) and (iv) above, to the Administrative Agent Agent, of such determination (which notice the Administrative Agent shall promptly transmit to each of the other LendersLenders or in the case of clauses (ii) and (iii) each other affected Lender). Thereafter (xw) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) AbitibiBowater and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion Conversion/Continuation given by the Borrower or the Canadian any Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that which have not yet been incurred (including by way of conversion) shall be deemed rescinded by the Borrower or the Canadian Borrower such Borrower, (yx) in the case of clause (ii) above, the Borrower or U.S. Borrowers (jointly and severally) and/or the Canadian Borrower, as the case may be, shall Borrowers (jointly and severally) agree to pay to such Lender, promptly after receipt of within 15 days following such Lender’s written demand therefor request therefor, such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts received or receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, respective Borrowers by such Lender shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon on all the parties hereto) and ), (zy) in the case of clause (iii) above, the respective Borrower or the Canadian Borrower, as the case may be, Borrowers shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by lawlaw and (z) in the case of clause (iv) above, and as provided in Schedule 1.01(b), Bankers’ Acceptance Loans or other Revolving Loans in Canadian Dollars (exclusive of any such Revolving Loans which have theretofore been funded) shall no longer be available until such time as the Administrative Agent notifies the affected Borrowers and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist, and any Notice of Borrowing or Notice of Conversion/Continuation with respect to Bankers’ Acceptance Loans or such other Revolving Loans in Canadian Dollars given by the respective Borrowers which have not been incurred (including by way of conversion) shall be deemed rescinded by such Borrowers. Without limiting the foregoing, if any Lender determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable lending office to make or maintain any Loan (or to maintain its obligation to make any Loan), or to participate in, issue or maintain any Letter of Credit (or to maintain its obligation to participate in or to issue any Letter of Credit), then, on notice thereof by such Lender to Abitibi through the Administrative Agent, any obligation of such Lender with respect to the activity that is unlawful shall be suspended until such Lender notifies the Administrative Agent and Abitibi that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, each Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if conversion would avoid the activity that is unlawful, convert any Loans, or take any necessary steps with respect to any Letter of Credit in order to avoid the activity that is unlawful. Upon any such prepayment or conversion, the applicable Borrower shall also pay accrued interest on the amount so prepaid or converted. Each Lender agrees to designate a different lending office if such designation will avoid the need for such notice and will not, in the good faith judgment of such Lender, otherwise be materially disadvantageous to such Lender. If any Lender determines, acting reasonably, that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender to hold or benefit from a Lien over real property pursuant to any law of the United States or any State thereof, such Lender may notify the Administrative Agent and disclaim any benefit of such security interest to the extent of such illegality; provided, that such determination or disclaimer shall not invalidate or render unenforceable such Lien for the benefit of any other Lender. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the affected Borrower or the Canadian Borrowermay, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to by the circumstances described in Section 2.10(a)(iii) ), the affected Borrower shall) , either (xi) if the affected Eurodollar Loan is then being made initially or pursuant to a Borrowingconversion, cancel said such Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the such Borrower or the Canadian Borrower, as the case may be, was notified by a the affected Lender or the Administrative Agent pursuant to Section 2.10(a)(ii) or (iii) ), or (yii) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ written notice to the Administrative Agent, require the affected Lender Borrower to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR a Base Rate Loan (which conversion, in the case of the circumstance described in Section 2.10(a)(iii), shall occur no later than the last day of the Interest Period then applicable to such Eurodollar Loan or Cdn ABR Loan, if applicable, such earlier day as shall be required by applicable law); provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event If any Lender determines that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, Closing Date the adoption introduction of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation any applicable law or administration thereof by any governmental authorityrule, the National Association of Insurance Commissionersregulation, central bank order, guideline, directive or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of concerning capital adequacy, or any such authority, associationchange in interpretation or administration thereof by the NAIC or any Governmental Authority, central bank or comparable agency, has or would will have the effect of reducing increasing the amount of capital required or expected to be maintained by such Lender or any corporation controlling such Lender based on the existence of such Lender’s Commitment hereunder or its obligations hereunder, by an amount deemed by such Lender to be material, then AbitibiBowater agrees to pay to such Lender, within 15 days following its written demand therefor, such additional amounts as shall be required to compensate such Lender or such other corporation on an after-tax basis for the increased cost to such Lender or such other corporation or the reduction in the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation other corporation as a result of such increase of capital. In determining such additional amounts, each Lender will act reasonably and in good faith and will use averaging and attribution methods which are reasonable; provided that such Lender’s compliance withdetermination of compensation owing under this Section 2.10(c) shall, or pursuant to any request or directive to comply withabsent manifest error, any such law, rule or regulation as in effect be final and conclusive and binding on all the date hereofparties hereto. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d2.10(c), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) AbitibiBowater, which notice shall set forth show in reasonable detail the basis of the for calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, not release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, AbitibiBowater’ obligations to pay additional amounts pursuant to this Section 2.10(d2.10(c) upon the subsequent receipt of such notice. (d) Failure or delay on the part of any Lender or Issuing Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or such Issuing Lender’s right to demand such compensation, as the case may be; provided that the Borrowers shall not be required to compensate a Lender or Issuing Lender pursuant to this Section 2.10 for any increased costs or reductions incurred more than 120 days prior to the date that such Lender, Issuing Lender or the Administrative Agent, as the case may be, notifies AbitibiBowater of such Lender’s or such Issuing Lender’s intention to claim compensation therefor; provided, further, that if the introduction or change referred to in Section 2.10(a)(ii) and 2.10(c) above giving rise to such increased costs, reductions or additional amounts is retroactive, then the 120-day period referred to above shall be extended to include the period of retroactive effect thereof. (e) Notwithstanding anything herein to the foregoingcontrary, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i)Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, as promptly as practicable but in no event later than three Business Days and all requests, rules, guidelines and directives promulgated thereunder, shall be deemed to have been adopted after the giving date hereof, regardless of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margindate enacted or adopted.

Increased Costs, Illegality, etc. (a) In the event that (x) in the case of clause (i) below, the Administrative Agent or (y) in the case of clauses (ii) and (iii) below, any Lender shall have reasonably determined in good faith (which determination shall, absent clearly demonstrable manifest error, be final and conclusive and binding upon all parties hereto): (i) on any date for determining the Eurodollar Rate for any Interest Period that (x) deposits in the principal amounts of the Loans comprising such Eurodollar Borrowing are not generally available in the relevant market or (y) that, by reason of any changes arising on or after the Closing Original Effective Date affecting the interbank Eurodollar market, adequate and fair means do not exist for ascertaining the applicable interest rate on the basis provided for in the definition of Eurodollar Rate; or (ii) at any time, that such Lender shall incur increased costs or reductions in the amounts received or receivable hereunder with respect to any Eurodollar Loans (other than taxes covered by SECTION 3.4 and any such increase increased cost or reduction attributable to taxesin the amount received or receivable resulting from the imposition of or a change in the rate of taxes or similar charges) because of (x) any change since the date hereof Original Effective Date in any applicable law, governmental rule, regulation, guideline or order (or in the interpretation or administration thereof and including the introduction of any new law or governmental rule, regulation, guideline or order), ) (such as, for example, without limitationbut not limited to, a change in official reserve requirements, ) and/or (y) other circumstances affecting the interbank Eurodollar market or the position of such Lender in such market; or (iii) at any time, that the making or continuance of any Eurodollar Loan has become unlawful by compliance by such Lender in good faith with any law, governmental rule, regulation, regulation or guideline introduced or order (or would conflict with any such governmental rule, regulation, guideline or order not having the force of law even though the failure to comply therewith would not be unlawful), or has become impracticable as a result of a contingency occurring changed after the date hereof that materially and adversely affects the interbank Eurodollar marketOriginal Effective Date; then, and in any such event, such Lender (or the Administrative Agent, Agent in the case of clause (i) above) shall (x) on such date and (y) within a reasonable time thereafter ten Business Days of the date on which such event no longer exists give notice (if by telephone, telephone confirmed in writing) to the Borrower (on its own behalf and on behalf of the Canadian Borrower) and to the Administrative Agent of such determination (which notice the Administrative Agent shall promptly transmit to each of the other Lenders). Thereafter (x) in the case of clause (i) above, Eurodollar Term Loans and Eurodollar Revolving Credit Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower (on its own behalf and on behalf of the Canadian Borrower) and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Conversion given by the Borrower or the Canadian Borrower with respect to Eurodollar Term Loans or Eurodollar Revolving Credit Loans that have not yet been incurred shall be deemed rescinded by the Borrower or the Canadian Borrower (y) in the case of clause (ii) above, the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender, promptly after receipt of written demand therefor such additional amounts (in the form of an increased rate of, or a different method of calculating, interest or otherwise as such Lender in its reasonable discretion shall determine) as shall be required to compensate such Lender for such increased costs or reductions in amounts receivable hereunder (it being agreed that a written notice as to the additional amounts owed to such Lender, showing in reasonable detail the basis for the calculation thereof, submitted to the Borrower or the Canadian Borrower, as the case may be, by such Lender shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) and (z) in the case of clause (iii) above, the Borrower or the Canadian Borrower, as the case may be, shall take one of the actions specified in Section 2.10(b) as promptly as possible and, in any event, within the time period required by law. (b) At any time that any Eurodollar Loan is affected by the circumstances described in Section 2.10(a)(ii) or (iii), the Borrower or the Canadian Borrower, as the case may be, may (and in the case of a Eurodollar Loan affected pursuant to Section 2.10(a)(iii) shall) either (x) if the affected Eurodollar Loan is then being made pursuant to a Borrowing, cancel said Borrowing by giving the Administrative Agent telephonic notice (confirmed promptly in writing) thereof on the same date that the Borrower or the Canadian Borrower, as the case may be, was notified by a Lender pursuant to Section 2.10(a)(ii) or (iii) or (y) if the affected Eurodollar Loan is then outstanding, upon at least three Business Days’ notice to the Administrative Agent, require the affected Lender to convert each such Eurodollar Revolving Credit Loan and Eurodollar Term Loan into an ABR Loan or Cdn ABR Loan, if applicable, provided that if more than one Lender is affected at any time, then all affected Lenders must be treated in the same manner pursuant to this Section 2.10(b). (c) In the event that the Canadian Administrative Agent shall have reasonably determined (which determination shall, absent clearly demonstrable error, be final and conclusive and binding upon all parties hereto) that there does not exist a normal market in Canada for the purchase and sale of bankers’ acceptances, then, and in any such event, the Administrative Agent shall within a reasonable time thereafter give notice (if by telephone confirmed in writing) to the Borrower, the Canadian Borrower and each of the other Lenders of such determination. Thereafter BA Loans shall no longer be available until such time as the Administrative Agent notifies the Borrower, the Canadian Borrower and the Lenders that the circumstances giving rise to such notice by the Administrative Agent no longer exist (which notice the Administrative Agent agrees to give at such time when such circumstances no longer exist), and any Notice of Borrowing or Notice of Continuation given by the Borrower with respect to BA Loans that have not yet been incurred shall be deemed rescinded by the Borrower. Any maturing BA Loans shall thereafter, and until contrary notice is provided by the Administrative Agent, be continued as a Canadian Prime Loan. (d) If, after the date hereof, the adoption of any applicable law, rule or regulation regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any governmental authority, the National Association of Insurance Commissioners, central bank or comparable agency charged with the interpretation or administration thereof, or compliance by a Lender or its parent with any request or directive made or adopted after the date hereof regarding capital adequacy (whether or not having the force of law) of any such authority, association, central bank or comparable agency, has or would have the effect of reducing the rate of return on such Lender’s or its parent’s or its Related Affiliate’s capital or assets as a consequence of such Lender’s commitments or obligations hereunder to a level below that which such Lender or its parent or its Related Affiliate could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lender’s or its parent’s policies with respect to capital adequacy), then from time to time, promptly after demand by such Lender (with a copy to the Administrative Agent), the Borrower or the Canadian Borrower, as the case may be, shall pay to such Lender such additional amount or amounts as will compensate such Lender or its parent for such reduction, it being understood and agreed, however, that a Lender shall not be entitled to such compensation as a result of such Lender’s compliance with, or pursuant to any request or directive to comply with, any such law, rule or regulation as in effect on the date hereof. Each Lender, upon determining in good faith that any additional amounts will be payable pursuant to this Section 2.10(d), will give prompt written notice thereof to the Borrower (on its own behalf and on behalf of the Canadian Borrower) which notice shall set forth in reasonable detail the basis of the calculation of such additional amounts, although the failure to give any such notice shall not, subject to Section 2.13, release or diminish any of the Borrower’s or the Canadian Borrower’s, as the case may be, obligations to pay additional amounts pursuant to this Section 2.10(d) upon receipt of such notice. (e) Notwithstanding the foregoing, in the case of Canadian Revolving Credit Loans affected by the circumstances described in Section 2.10(a)(i), as promptly as practicable but in no event later than three Business Days after the giving of the required notice by the Canadian Administrative Agent with respect to such circumstances, the Administrative Agent (in consultation with the Lenders) shall negotiate with the Borrower in good faith in order to ascertain whether a substitute interest rate (a “Substitute Rate”) may be agreed upon for the maintaining of existing Canadian Revolving Credit Loans. If a Substitute Rate is agreed upon by the Borrower and all the Lenders, such Substitute Rate shall apply. If a Substitute Rate is not so agreed upon by the Borrower and all the Lenders within such time, each Lender’s Canadian Revolving Credit Loans shall thereafter bear interest at a rate equal to the sum of (i) the rate certified by such Lender to be its costs of funds (from such sources as it may reasonably select out of those sources then available to it) for such Canadian Revolving Credit Loans, plus (ii) the Applicable Eurodollar Margin.giving